Citigroup Inc: FORM 10-Q
Citigroup Inc: FORM 10-Q
FORM 10-Q
(Quarterly Report)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
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.)
388 Greenwich Street, New York NY 10013
(Address of principal executive offices) (Zip code)
(212) 559-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.01
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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, 2025: 1,789,266,159
OVERVIEW 4
Citigroup’s Five Reportable Business Segments 6
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
Executive Summary 7
Citi’s Multiyear Transformation 11
Recent Developments 11
Summary of Selected Financial Data 12
Segment Revenues and Income (Loss) 14
Services 15
Markets 18
Banking 21
Wealth 24
U.S. Personal Banking 27
All Other—Divestiture-Related Impacts (Reconciling Items) 30
All Other—Managed Basis 32
CAPITAL RESOURCES 36
Managing Global Risk—Table of Contents 47
MANAGING GLOBAL RISK 48
SIGNIFICANT ACCOUNTING POLICIES AND
SIGNIFICANT ESTIMATES 90
DISCLOSURE CONTROLS AND PROCEDURES 96
DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT
REDUCTION AND SYRIA HUMAN RIGHTS ACT 96
FORWARD-LOOKING STATEMENTS 97
Financial Statements and Notes—Table of Contents 101
CONSOLIDATED FINANCIAL STATEMENTS 102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 110
UNREGISTERED SALES OF EQUITY SECURITIES,
REPURCHASES OF EQUITY SECURITIES AND DIVIDENDS 216
OTHER INFORMATION 217
EXHIBIT INDEX 218
SIGNATURES 219
GLOSSARY OF TERMS AND ACRONYMS 220
OVERVIEW • Effective January 1, 2025, certain transaction processing fees paid by
Citi, primarily to credit card networks, reported within U.S. Personal
This Quarterly Report on Form 10-Q should be read in conjunction with Banking (USPB), Services, Wealth and All Other—Legacy Franchises
Citigroup’s Annual Report on Form 10-K for the year ended December 31, (Mexico Consumer/SBMM and Asia Consumer), which were
2024 (referred to herein as Citi’s 2024 Form 10-K), Citigroup’s Quarterly previously presented within Other operating expenses, are now
Report on Form 10-Q for the quarter ended March 31, 2025 (First Quarter presented as contra-revenue within Commissions and fees reported in
of 2025 Form 10-Q) and Citigroup’s Quarterly Report on Form 10-Q for the Non-interest revenue. Prior periods were conformed to reflect this
quarter ended June 30, 2025 (Second Quarter of 2025 Form 10-Q). change in presentation.
Throughout this report, “Citigroup,” “Citi” and “the Company” refer to • Effective January 1, 2025, USPB changed its reporting for certain
Citigroup Inc. and its consolidated subsidiaries. All “Note” references installment lending products that were transferred from Retail Banking
correspond to the Notes to the Consolidated Financial Statements herein, to Branded Cards to reflect where these products are managed. Prior
unless otherwise indicated. periods were conformed to reflect this change.
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.
Please see “Risk Factors” in Citi’s 2024 Form 10-K for a discussion
Additional Information of material risks and uncertainties that could impact Citigroup’s
Additional information about Citigroup is available on Citi’s website at businesses, results of operations and financial condition.
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 Non-GAAP Financial Measures
“SEC Filings” under the “Investors” tab. The SEC’s website also contains Citi prepares its financial statements in accordance with U.S. generally
these filings and other information regarding Citi at www.sec.gov. accepted accounting principles (GAAP) and also presents certain non-
Certain reclassifications have been made to the prior periods’ financial GAAP financial measures (non-GAAP measures) that exclude certain items
statements and disclosures to conform to the current period’s presentation, or otherwise include components that differ from the most directly
including the following: comparable measures calculated in accordance with U.S. GAAP. These non-
GAAP measures are not intended to be a substitute for GAAP financial
• Effective July 1, 2025, gains and losses on certain economic and measures and may not be defined or calculated the same way as non-GAAP
qualifying hedging derivatives and foreign currency transaction gains measures with similar names used by other companies.
and losses related to non-U.S. dollar debt and certain foreign operations Citi’s non-GAAP measures in this Form 10-Q include the following:
in countries with highly inflationary economies with the U.S. dollar as
their functional currency reported within Services, Markets, Banking • Expenses and net income per share, both excluding a goodwill
and All Other—Corporate Other, which were previously presented impairment charge (notable item)
within Other revenue, are now presented within Principal transactions. • Revenues excluding divestiture-related impacts
Prior periods were conformed to reflect this change in presentation. • All Other (managed basis), which excludes divestiture-related impacts
• Effective July 1, 2025, certain expenses incurred in ongoing support of • Banking and Corporate Lending revenues excluding gain (loss) on loan
products and services that are predominantly variable costs, which were hedges
previously presented within Other operating expenses and • Tangible common equity (TCE), return on tangible common equity
Transactional and tax charges, are now aggregated and presented (RoTCE) and tangible book value per share (TBVPS)
within a new expenses category, Transactional and product servicing • Non-Markets net interest income
(see “Glossary” below for definition). Moreover, certain non-income
tax charges incurred, which were previously presented within Citi’s expenses and net income per share excluding the notable item
Transactional and tax charges and do not align with the redefined represent as reported, or GAAP, financial results adjusted for a goodwill
Transactional and product servicing, are now presented within Other impairment related to Citi’s agreement to sell a 25% equity stake in Grupo
operating. Prior periods were conformed to reflect this change in Financiero Banamex, S.A. de C.V. (Banamex) within All Other—Legacy
presentation. Franchises. For more information on the notable item, see “Executive
Summary” and “All Other—Managed Basis—Legacy Franchises (Managed
Basis)” below.
4
Citi’s revenues excluding divestiture-related impacts represent as For more information on TCE, RoTCE and TBVPS, see “Capital
reported, or GAAP, financial results adjusted for items that are incurred and Resources—Tangible Common Equity, Book Value Per Share, Tangible
recognized (and the aforementioned impacts of the notable item), which are Book Value Per Share and Return on Equity” below. TCE, RoTCE and
wholly and necessarily a consequence of actions taken to sell (including TBVPS are used by management, as well as investors, industry analysts and
through a public offering), dispose of or wind down business activities others, in assessing Citi’s use of equity. Citi believes TCE and RoTCE are
associated with Citi’s previously announced exit markets within All Other— useful to investors, industry analysts and others by providing alternative
Legacy Franchises. measures of capital strength and performance. Citi believes TBVPS
Additionally, Citi’s Chief Executive Officer, its chief operating decision provides additional useful information about the level of tangible assets in
maker, regularly reviews financial information for All Other on a managed relation to Citi’s outstanding shares of common stock.
basis that excludes these divestiture-related impacts. For more information For more information on non-Markets net interest income, see “Market
on Citi’s results excluding divestiture-related impacts, see “Executive Risk—Non-Markets Net Interest Income” below. Management uses non-
Summary” and “All Other—Divestiture-Related Impacts (Reconciling Markets net interest income to assess the performance of Citi’s non-Markets
Items)” below. lending, investing (including asset-liability management) and deposit-
Citi believes its revenues excluding divestiture-related impacts are raising activities, apart from any volatility associated with such Markets’
useful to investors, industry analysts and others in evaluating Citi’s results activities. Citi believes the use of this non-GAAP measure provides
of operations and comparing its operational performance between periods, investors, industry analysts and others with an alternative measure to
by providing a meaningful depiction of the underlying fundamentals of analyze the net interest income trends of Citi’s lending, investing and
period-to-period operating results; improved visibility into management deposit-raising activities, by providing a meaningful depiction of the
decisions and their impacts on operational performance; and additional underlying fundamentals of period-to-period operating results of those
comparability to peer companies. activities; improved visibility into management decisions and their impacts
For more information on Banking and Corporate Lending revenues on operational performance; and additional comparability to peer
excluding gain (loss) on loan hedges, see “Executive Summary” and companies.
“Banking” below. Citi believes that Banking and Corporate Lending
revenues excluding gain (loss) on loan hedges are useful to investors,
industry analysts and others because the gain (loss) on loan hedges are
independent of Banking and Corporate Lending’s core operations and not
indicative of the performance of the business operations.
5
Citigroup is managed pursuant to five reportable business segments (segments), also referred to as Citi’s “five businesses”: Services, Markets, Banking, Wealth and
U.S. Personal Banking. Activities not assigned to the segments are included in All Other. For additional information, see the results of operations for each of the
segments and All Other within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.
6
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
7
Provisions and administration (AUC/AUA) up 13%, cross-border transaction value up
Citi’s total provisions for credit losses and for benefits and claims in the 10% and U.S. dollar clearing volume up 5%.
current period were $2.5 billion, reflecting net credit losses of $2.2 billion, TTS revenues of $3.9 billion increased 7%, driven by a 14% increase in
and a net allowance for credit losses (ACL) build of $236 million. net interest income, partially offset by a 15% decrease in non-interest
Net credit losses were up 2% from the prior-year period, driven by revenue. The increase in net interest income was primarily driven by higher
increases in All Other and Markets, largely offset by decreases in USPB. deposit balances and deposit spreads. The decrease in non-interest revenue
The net ACL build in the current period was driven by higher volume, was driven by the impact of higher lending revenue share with Banking—
changes in portfolio composition and transfer risk associated with Russia, Corporate Lending, partially offset by growth in underlying fee drivers.
partially offset by changes in the macroeconomic outlook. Securities Services revenues of $1.5 billion increased 7%, driven by a 14%
Citi’s total provisions for credit losses and for benefits and claims in the increase in non-interest revenue. The increase in non-interest revenue was
prior-year period were $2.7 billion, reflecting net credit losses of $2.2 driven by a mark-to-market gain and higher custody fees due to a 13%
billion, and a net ACL build of $503 million, driven by changes in portfolio increase in AUC/AUA, partially offset by higher lending revenue share with
composition, higher volume and transfer risk associated with Russia. Banking—Corporate Lending. Net interest income was unchanged, as lower
For additional information on Citi’s ACL, see “Significant Accounting deposit spreads were primarily offset by higher deposit balances.
Policies and Significant Estimates—Citi’s Allowance for Credit Losses Services expenses of $2.7 billion increased 5%, primarily driven by
(ACL)” below. higher compensation and benefits expenses, including severance, as well as
For additional information on Citi’s consumer and corporate provisions, higher volume and other revenue-related expenses.
see each respective segment’s and All Other’s results of operations and Services provisions were $61 million in the current period, reflecting a
“Credit Risk” below. net ACL build of $50 million, and net credit losses of $11 million. The net
ACL build was driven by transfer risk associated with Russia. Provisions
Capital were $127 million in the prior-year period, reflecting a net ACL build of
Citigroup’s CET1 Capital ratio was 13.3% as of September 30, 2025, $113 million, largely related to transfer risk associated with Russia, and net
compared to 13.7% as of September 30, 2024, based on the Basel III credit losses of $14 million.
Standardized Approach for determining risk-weighted assets (RWA). The For additional information on the results of operations of Services in the
decrease was primarily driven by common share repurchases, the payment third quarter of 2025, see “Services” below.
of common and preferred dividends and an increase in RWA, partially offset
by net income. Markets
In the third quarter of 2025, Citi repurchased $5.0 billion of common Markets net income of $1.6 billion increased 46% from the prior-year
shares and paid $1.1 billion of common dividends (see “Unregistered Sales period, driven by higher revenues and lower provisions, partially offset by
of Equity Securities, Repurchases of Equity Securities and Dividends” higher expenses.
below). For additional information on capital-related risks, trends and Markets revenues of $5.6 billion increased 15%, driven by a 12%
uncertainties, see “Capital Resources—Regulatory Capital Standards and increase in Fixed Income Markets and a 24% increase in Equity Markets.
Developments” below and “Risk Factors—Strategic Risks,” “—Operational The increase in Fixed Income Markets was driven by growth in Rates and
Risks” and “—Compliance Risks” in Citi’s 2024 Form 10-K. Currencies, where revenues increased 15%, largely driven by higher
Citigroup’s Supplementary Leverage ratio as of September 30, 2025 revenues in Rates due to elevated client activity and by Spread Products and
was 5.5%, compared to 5.8% as of September 30, 2024, driven by an Other Fixed Income, where revenues were up 8%, largely driven by higher
increase in Total Leverage Exposure, partially offset by an increase in Tier 1 mortgage trading and financing activity, partially offset by lower
Capital. commodities activity. The increase in Equity Markets was driven by higher
For additional information on Citi’s capital ratios and related client activity in Equity Derivatives and increased volumes in Equity Cash,
components, see “Capital Resources” below. as well as continued momentum in Prime Services, with prime balances up
approximately 44%.
Services Markets expenses of $3.5 billion increased 5%, primarily driven by
Services net income of $1.8 billion increased 9% from the prior-year period, higher compensation and benefits, as well as the impact of FX translation,
driven by higher revenues and lower provisions, partially offset by higher partially offset by lower transactional and product servicing expenses, as
expenses. Services revenues of $5.4 billion increased 7%, driven by growth higher transaction volumes were more than offset by efficiency actions.
in both Treasury and Trade Solutions (TTS) and Securities Services. Net Markets provisions were $32 million in the current period, reflecting
interest income increased 11%, primarily driven by an increase in average net credit losses of $68 million, and a net ACL release of $36 million. Net
deposit balances and deposit spreads. Non-interest revenue decreased 3%, credit losses were driven by a charge-off in Spread Products and the net
driven by higher lending revenue share with Banking—Corporate Lending, ACL release was for the related reserve. Provisions were $141 million in the
largely offset by the benefit of continued growth in underlying fee drivers prior-
across the businesses, with assets under custody
8
year period, reflecting a net ACL build of $117 million, primarily driven by Wealth expenses of $1.7 billion increased 4% from the prior-year
changes in portfolio composition, including credit quality, and net credit period, driven by higher investments in technology and higher volume-
losses of $24 million. related transactional and product servicing expenses, partially offset by
For additional information on the results of operations of Markets in the continued productivity savings.
third quarter of 2025, see “Markets” below. Wealth provisions were $30 million in the current period, reflecting net
credit losses of $56 million, and a net ACL release of $26 million. Net credit
Banking losses included write-downs of mortgage loans to their collateral value due
Banking net income of $638 million increased 168% from the prior-year to the impact of the California wildfires and the net ACL release was for the
period, driven by higher revenues and lower provisions, partially offset by related reserves. Provisions were $33 million in the prior-year period,
higher expenses. reflecting net credit losses of $27 million, and a net ACL build of $6
Banking revenues of $2.1 billion increased 34%, driven by growth in million.
Corporate Lending, excluding mark-to-market gain (loss) on loan hedges, For additional information on the results of operations of Wealth in the
and Investment Banking, as well as a lower mark-to-market loss on loan third quarter of 2025, see “Wealth” below.
hedges. Excluding the gain (loss) on loan hedges, Banking revenues of $2.2
billion increased 30%. Investment Banking revenues of $1.1 billion U.S. Personal Banking
increased 23%, primarily driven by increases in investment banking fees. USPB net income of $858 million increased 64% from the prior-year period,
Investment banking fees increased 17%, reflecting growth across Debt driven by higher revenues and lower provisions.
Capital Markets (DCM), Equity Capital Markets (ECM) and Advisory. USPB revenues of $5.3 billion increased 7%, driven by growth in
DCM fees were up 19%, driven by leveraged finance. ECM fees were up Branded Cards and Retail Banking, partially offset by a decline in Retail
35%, driven by growth across all products, notably in convertibles amid a Services. Net interest income increased 8%, driven by higher loan spreads
strong equity market and tight financing spreads. Advisory fees increased and higher interest-earning balances in Branded Cards, as well as higher
8%, driven by momentum across several sectors, continued wallet share deposit spreads and balances in Retail Banking. Non-interest revenue
gains with financial sponsors and more sell-side activity. Corporate Lending decreased 10%, driven by higher rewards costs, primarily offset by higher
revenues increased 49%, including the gain (loss) on loan hedges. gross interchange and credit card fees in Branded Cards and higher deposit
Excluding the gain (loss) on loan hedges, Corporate Lending revenues servicing fees in Retail Banking.
increased 39%, driven by the impact of higher lending revenue share from Branded Cards revenues of $3.0 billion increased 8%, driven by higher
Services, Markets and Investment Banking. loan spreads, higher interest-earning balances (up 5%) and higher gross
Banking expenses of $1.1 billion increased 2%, driven by higher interchange fees, partially offset by higher rewards costs. Retail Services
volume-related transactional and product servicing expenses, as well as revenues of $1.7 billion decreased 1%, driven by higher partner payment
higher revenue-related compensation and benefits, including investments in accruals and lower net interest income due to lower interest-earning
the business, partially offset by prior repositioning and other related actions. balances. Retail Banking revenues of $675 million increased 30%, primarily
Banking provisions were $157 million in the current period, reflecting a driven by the impact of higher deposit spreads, higher deposit balances and
net ACL build of $148 million, and net credit losses of $9 million. The net higher deposit servicing fees.
ACL build was driven by changes in portfolio composition, including credit USPB expenses of $2.4 billion were unchanged from the prior-year
quality and exposure growth. Provisions were $177 million in the prior-year period, as lower advertising and marketing expenses and lower
period, reflecting a net ACL build of $141 million, driven by changes in compensation and benefits expenses were offset by higher volume-related
portfolio composition, including credit quality, and net credit losses of $36 transactional and product servicing expenses.
million. USPB provisions were $1.8 billion in the current period, reflecting net
For additional information on the results of operations of Banking in the credit losses of $1.8 billion, and a net ACL build of $66 million. Net credit
third quarter of 2025, see “Banking” below. losses were down 5%, driven by improved credit performance in Retail
Services. The net ACL build was driven by changes in portfolio composition
Wealth and higher volume, largely offset by changes in the macroeconomic outlook.
Wealth net income of $374 million increased 32% from the prior-year Provisions were $1.9 billion in the prior-year period, reflecting net credit
period, driven by higher revenues, partially offset by higher expenses. losses of $1.9 billion, and a net ACL build of $45 million.
Wealth revenues of $2.2 billion increased 8%, driven by growth in For additional information on the results of operations of USPB in the
Citigold and the Private Bank, partially offset by lower revenues in Wealth third quarter of 2025, see “U.S. Personal Banking” below.
at Work. Net interest income of $1.3 billion increased 8%, driven by higher
deposit spreads, partially offset by lower mortgage spreads. Non-interest
revenue of $832 million increased 9%, driven by higher investment fee
revenues, with client investment assets up 14%.
9
All Other (Managed Basis) Macroeconomic and Other Risks and Uncertainties Various
All Other (managed basis) net loss was $705 million, compared to a net loss macroeconomic, geopolitical and regulatory factors have contributed to
of $483 million in the prior-year period, driven by lower revenues, higher economic uncertainties in the U.S. and globally, including, but not limited
expenses and higher provisions. to, those related to the U.S. government shutdown and tariff and other
All Other (managed basis) revenues of $1.5 billion decreased 16%, policies of the U.S. administration and its trading partners. These factors
driven by lower revenues in Corporate/Other, partially offset by an increase could adversely affect economic growth and unemployment in the U.S. and
in Legacy Franchises (managed basis). Legacy Franchises (managed basis) other countries and result in volatility and disruptions in financial markets,
revenues of $1.9 billion increased 8%, driven by growth in Mexico, and tariffs could also adversely affect inflation. Such risks and uncertainties
including the impact of Mexican peso appreciation, partially offset by lower could also adversely impact Citi’s clients, customers, businesses, funding
revenues related to closed exits and wind-downs in Asia Consumer costs, provisions and overall results of operations and financial condition
(managed basis). Corporate/Other revenues of $(336) million decreased during the remainder of 2025.
from $86 million in the prior-year period, driven by lower net interest For a discussion of other trends, uncertainties and risks that will or
income, due to a lower benefit from cash and securities reinvestment driven could impact Citi’s segments and All Other, results of operations, capital
by actions over the past few quarters to reduce Citi’s asset sensitivity in a and other financial condition during the remainder of 2025, see “Third
declining rate environment, and lower non-interest revenues. Quarter of 2025 Results Summary” above, each respective segment’s and
All Other (managed basis) expenses of $2.2 billion increased 4%, All Other’s results of operations, “Managing Global Risk,” including
driven by higher expenses in Corporate/Other, including higher severance, “Managing Global Risk—Other Risks—Country Risk—Russia” and “—
largely offset by a decline in Legacy Franchises (managed basis) driven by Argentina,” and “Forward-Looking Statements” below and “Risk Factors”
lower expenses related to closed exits and wind-downs and lower litigation in Citi’s 2024 Form 10-K.
expenses, partially offset by the impact of Mexican peso appreciation.
All Other (managed basis) provisions were $331 million in the current
period, reflecting net credit losses of $297 million, and a net ACL build of
$34 million. Net credit losses were up 43%, driven by higher consumer
lending volume and portfolio seasoning in Mexico Consumer/SBMM. The
net ACL build was driven by changes in portfolio composition and higher
consumer lending volume in Mexico Consumer/SBMM, largely offset by
changes in the macroeconomic outlook. Provisions were $289 million in the
prior-year period, reflecting net credit losses of $208 million, and a net ACL
build of $81 million, largely driven by changes in portfolio composition and
higher consumer lending volume in Mexico Consumer/SBMM.
For additional information on the results of operations of All Other
(managed basis) in the third quarter of 2025, see “All Other—Divestiture-
Related Impacts (Reconciling Items)” and “All Other (Managed Basis)”
below.
10
CITI’S MULTIYEAR TRANSFORMATION RECENT DEVELOPMENTS
Overview As disclosed on Citi’s Form 8-K filed with the SEC on October 22, 2025: (i)
As previously disclosed, Citi’s transformation, including the remediation of Citi announced that its Board of Directors (the Board) appointed Jane
its 2020 Consent Orders with the Board of Governors of the Federal Fraser, Citi’s Chief Executive Officer, as Chair of the Board, while John
Reserve System (FRB) and Office of the Comptroller of the Currency Dugan, who served as Chair of the Board since 2019, will become Lead
(OCC), is a multiyear endeavor that is not linear. Independent Director; and (ii) the Board’s Compensation, Performance
Citi continues to expect its transformation investments to be Management and Culture Committee (the Committee) awarded restricted
meaningfully higher in 2025, compared to 2024, as it progresses critical stock units with a grant value of $25 million and 1.055 million of Citigroup
bodies of work in data and controls. stock options to Jane Fraser. In accordance with Citi’s 2019 Stock Incentive
For additional information on Citi’s transformation, including focus Plan, the options award will be effectuated on two grant dates: (i) 1.0
areas and status, consent order compliance and governance, see “Citi’s million Citigroup stock options were formally granted on October 22, 2025;
Multiyear Transformation” in Citi’s 2024 Form 10-K, Citi’s First Quarter of and (ii) 55,000 Citigroup stock options will be formally granted in 2026, on
2025 Form 10-Q and Citi’s Second Quarter of 2025 Form 10-Q, as well as a date to be determined by the Committee. These actions reflect the Board’s
Citi’s 2025 Proxy Statement for its Annual Meeting of Stockholders. intent to ensure leadership continuity as Citi extends the growing
momentum it is demonstrating in strengthening its business performance,
Progress executing its transformation and delivering enhanced shareholder value.
Citi continued to make significant progress in its transformation through the
third quarter of 2025 and is now at or mostly at its target state for more than
two-thirds of its transformation programs, including:
11
RESULTS OF OPERATIONS
SUMMARY OF SELECTED FINANCIAL DATA
Citigroup Inc. and Consolidated Subsidiaries
12
SUMMARY OF SELECTED FINANCIAL DATA
(Continued)
Citigroup Inc. and Consolidated Subsidiaries
(1) Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, reported within USPB, Services, Wealth and All Other—Legacy Franchises (Mexico
Consumer/SBMM and Asia Consumer), which were previously presented within Other operating expenses, are presented as contra-revenue within Commissions and fees reported in Non-interest
revenue. Prior periods were conformed to reflect this change in presentation.
(2) The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on average total
Citigroup stockholders’ equity is calculated using net income divided by average Citigroup stockholders’ equity.
(3) 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.
(4) Represents the year-over-year growth rate in basis points (bps) of Total revenues, net of interest expense less the year-over-year growth rate of Total operating expenses. Positive operating leverage
indicates that the revenue growth rate was greater than the expense growth rate.
(5) 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, 2025, the Common Equity Tier 1 Capital ratio under the Basel III Standardized Approach became the most binding ratio. In the
prior quarter, the Tier 1 Capital ratio under the Basel III Standardized Approach was the most binding ratio.
(6) Dividends declared per common share as a percentage of net income per diluted share.
(7) 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.
13
SEGMENT REVENUES AND INCOME (LOSS)
REVENUES(1)
INCOME
(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.
(2) 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 Banamex, within
Legacy Franchises. The Reconciling Items are reflected in the relevant line items in Citi’s Consolidated Statement of Income. See “All Other—Divestiture-Related Impacts (Reconciling Items)”
below.
NM Not meaningful
14
SERVICES
Services includes TTS and Securities Services. TTS provides an integrated Fee income is earned for assisting clients with transactional services
suite of tailored cash management, payments and trade and working capital and clearing. Revenue generated from these activities is recorded in
solutions to multinational corporations, financial institutions and public Commissions and fees. Revenue is also generated from assets under custody
sector organizations. Securities Services connects investors and issuers and administration (AUC/AUA) and is primarily recorded in Administration
across global markets, providing a comprehensive product offering, and other fiduciary fees. For additional information on these various types
including on-the-ground local market expertise, post-trade technologies, of revenues, see Note 5. Services revenues reflect the impact of a revenue
customized data solutions and a wide range of securities services solutions sharing arrangement with Banking—Corporate Lending, for Services
that can be tailored to meet clients’ needs. products sold to Corporate Lending clients. This generally results in a
Services revenue is generated primarily from spreads and fees reduction in Services reported revenue recorded in All other as part of Non-
associated with these activities. Services earns spread revenue on deposits, interest revenue in the table below.
as well as interest on loans. Revenue generated from these activities is
primarily recorded in Net interest income in the table below.
15
Revenue by line of business
Net interest income $ 3,121 $ 2,731 14 % $ 8,935 $ 8,083 11 %
Non-interest revenue 761 896 (15) 2,261 2,483 (9)
TTS $ 3,882 $ 3,627 7% $ 11,196 $ 10,566 6%
Net interest income $ 702 $ 704 —% $ 2,016 $ 1,894 6%
Non-interest revenue 779 684 14 2,102 1,993 5
Securities Services $ 1,481 $ 1,388 7% $ 4,118 $ 3,887 6%
Total Services $ 5,363 $ 5,015 7% $ 15,314 $ 14,453 6%
Revenue by geography
North America $ 1,637 $ 1,360 20 % $ 4,621 $ 3,898 19 %
International 3,726 3,655 2 10,693 10,555 1
Total $ 5,363 $ 5,015 7% $ 15,314 $ 14,453 6%
International revenue by cluster
United Kingdom $ 494 $ 498 (1)% $ 1,461 $ 1,446 1%
Japan, Asia North and Australia (JANA) 712 706 1 2,057 1,949 6
LATAM 645 675 (4) 1,825 2,112 (14)
Asia South 683 639 7 1,898 1,771 7
Europe 648 558 16 1,831 1,670 10
Middle East and Africa (MEA) 544 579 (6) 1,621 1,607 1
Total $ 3,726 $ 3,655 2% $ 10,693 $ 10,555 1%
Key drivers(3)
Average loans by line of business (in billions of dollars)
TTS $ 93 $ 86 8% $ 91 $ 83 10 %
Securities Services 1 1 — 1 1 —
Total $ 94 $ 87 8% $ 92 $ 84 10 %
ACLL as a percentage of EOP loans(4) 0.35 % 0.38 %
Average deposits by line of business (in billions of dollars)
TTS $ 744 $ 690 8% $ 716 $ 683 5%
Securities Services 149 135 10 143 129 11
Total $ 893 $ 825 8% $ 859 $ 812 6%
AUC/AUA (in trillions of dollars)(5) $ 29.7 $ 26.3 13 %
Cross-border transaction value (in billions of dollars) 104.8 95.0 10 $ 301.2 $ 278.4 8%
U.S. dollar clearing volume (in millions)(6) 44.8 42.7 5 131.8 123.9 6
Commercial card spend volume (in billions of dollars) $ 18.4 $ 18.3 1 $ 53.5 $ 53.1 1
(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.
(2) Services revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Services products sold to Corporate Lending clients. This generally results in a reduction
in Services reported revenue.
(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.
(5) AUC/AUA includes assets for which Citi provides custody or safekeeping services for assets held directly or by a third party on behalf of clients, or assets for which Citi provides administrative
services for clients. Securities Services managed AUC/AUA, of which Citi provided both custody and administrative services to certain clients related to $2.3 trillion and $2.1 trillion of such assets at
September 30, 2025 and 2024, respectively.
(6) Represents the number of U.S. dollar clearing payment instructions processed on behalf of U.S. and foreign-domiciled entities (primarily financial institutions).
NM Not meaningful
16
3Q25 vs. 3Q24 For additional information about trends, uncertainties and risks related
Net income of $1.8 billion increased 9%, driven by higher revenues and to Services’ future results, see “Executive Summary” above, “Managing
lower provisions, partially offset by higher expenses. Global Risk—Other Risks—Country Risk—Argentina” and “—Russia” and
Revenues increased 7%, driven by higher net interest income in TTS “Forward-Looking Statements” below and “Risk Factors” in Citi’s 2024
and higher non-interest revenue in Securities Services, partially offset by Form 10-K.
lower non-interest revenue in TTS.
Net interest income increased 11%, primarily driven by an increase in 2025 YTD vs. 2024 YTD
average deposit balances and deposit spreads. Average deposits increased Net income of $4.8 billion increased 5%, driven by higher revenues,
8%, driven by growth in both TTS and Securities Services, reflecting partially offset by higher provisions.
growth across North America and International, largely driven by an Revenues increased 6%, driven by higher net interest income in TTS
increase in operating deposits. and Securities Services and higher non-interest revenue in Securities
Non-interest revenue declined 3%, driven by higher revenue share with Services, partially offset by lower non-interest revenue in TTS.
Banking—Corporate Lending, largely offset by higher fee revenue (up 6%), Net interest income increased 10%, driven by an increase in average
reflecting the benefit of continued growth in underlying fee drivers across deposit balances and deposit spreads. Average deposits increased 6%, driven
the businesses, particularly AUC/AUA, cross-border transaction value and by growth in TTS and Securities Services, with growth across both North
U.S. dollar clearing volume. America and International, largely driven by an increase in operating
TTS revenues increased 7%, driven by a 14% increase in net interest deposits. Non-interest revenue declined 3%, driven by higher revenue share,
income, partially offset by a 15% decrease in non-interest revenue. The largely offset by the benefit of continued growth in fees and underlying fee
increase in net interest income was primarily driven by higher average drivers in TTS and Securities Services.
deposit balances, which increased 8%, as well as higher deposit spreads. TTS revenues increased 6%, driven by an 11% increase in net interest
The decrease in non-interest revenue was driven by higher lending revenue income, partially offset by a 9% decrease in non-interest revenue. The
share, partially offset by growth in fees and underlying fee drivers, increase in net interest income was driven by higher deposit spreads and a
including an increase in cross-border transaction value of 10% and an 5% increase in average deposit balances. The decrease in non-interest
increase in U.S. dollar clearing volume of 5%. revenue was driven by higher lending revenue share, partially offset by
Securities Services revenues increased 7%, driven by a 14% increase in growth in fees and underlying fee drivers, including an increase in cross-
non-interest revenue. The increase in non-interest revenue was driven by a border transaction value of 8% and an increase in U.S. dollar clearing
mark-to-market gain and higher custody fees due to a 13% increase in volume of 6%.
AUC/AUA, partially offset by higher lending revenue share. Net interest Securities Services revenues increased 6%, driven by a 6% increase in
income was unchanged, as lower deposit spreads were primarily offset by net interest income and a 5% increase in non-interest revenue. The increase
higher average deposit balances, which increased 10%. in net interest income was driven by higher average deposits, which
Expenses increased 5%, primarily driven by higher compensation and increased 11%, partially offset by lower deposit spreads. The increase in
benefits expenses, including severance, as well as higher volume and other non-interest revenue was driven by a mark-to-market gain and higher
revenue-related expenses. custody fees, due to an increase in AUC/AUA.
Provisions were $61 million in the current period, reflecting a net ACL Expenses were unchanged, compared to the prior-year period, as higher
build of $50 million, and net credit losses of $11 million. The net ACL build compensation and benefits expenses, including severance, were offset by
was driven by transfer risk associated with Russia. Provisions were $127 episodic tax- and legal-related expenses in the prior-year period.
million in the prior-year period, reflecting a net ACL build of $113 million, Provisions were $465 million, reflecting a net ACL build of $428
largely related to transfer risk associated with Russia, and net credit losses million, and net credit losses of $37 million. The net ACL build was driven
of $14 million. For additional information on Citi’s ACL, see “Significant by transfer risk associated with Russia. Provisions were $164 million in the
Accounting Policies and Significant Estimates” below. For additional prior-year period, reflecting a net ACL build of $144 million, driven by
information on Services’ corporate credit portfolio, see “Managing Global transfer risk associated with Russia, and net credit losses of $20 million.
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.
17
MARKETS
Markets includes Fixed Income Markets and Equity Markets and provides brokerage, securitization and underwriting. “Other” revenue includes gains
corporate, institutional and public sector clients around the world with a full (losses) on AFS debt and equity securities (non-trading), and other non-
range of sales and trading services across equities, foreign exchange, rates, recurring items. Revenue generated from all of these activities is primarily
spread products and commodities. The range of services includes market- recorded in Non-interest revenue in the table below. Markets revenues also
making across asset classes, risk management solutions, financing and reflect the impact of a revenue sharing arrangement with Banking—
prime brokerage. Corporate Lending, for Markets products sold to Corporate Lending clients.
Citi assesses its Markets business performance on a total revenues This generally results in a reduction in Markets reported revenue recorded in
basis, as security inventory is often hedged by derivative instruments All other.
creating offsetting gains and losses across revenue lines. As an example, Net interest income includes interest and dividends on securities held
securities that generate Net interest income may be hedged by derivative and interest on long- and short-term debt, secured funding transactions,
instruments, which are reported under Principal transactions. deposits, loans and funding costs.
As a market maker, Markets facilitates transactions by holding Markets maintains an international presence supported by trading floors
inventory to meet client demand, with resulting gains or losses largely in nearly 80 countries and Citi’s proprietary network in over 90 countries
recorded as Principal transactions. Fee revenue is generated from services and jurisdictions.
such as trading, financing,
18
Revenue by line of business
Fixed Income Markets $ 4,023 $ 3,578 12 % $ 12,768 $ 11,272 13 %
Equity Markets 1,540 1,239 24 4,660 3,988 17
Total $ 5,563 $ 4,817 15 % $ 17,428 $ 15,260 14 %
Rates and Currencies $ 2,823 $ 2,465 15 % $ 9,005 $ 7,731 16 %
Spread Products and Other Fixed Income 1,200 1,113 8 3,763 3,541 6
Total Fixed Income Markets revenues $ 4,023 $ 3,578 12 % $ 12,768 $ 11,272 13 %
Revenue by geography
North America $ 2,195 $ 1,773 24 % $ 6,501 $ 5,871 11 %
International 3,368 3,044 11 10,927 9,389 16
Total $ 5,563 $ 4,817 15 % $ 17,428 $ 15,260 14 %
International revenue by cluster
United Kingdom $ 830 $ 1,007 (18)% $ 3,744 $ 3,086 21 %
Japan, Asia North and Australia (JANA) 737 703 5 2,207 2,049 8
LATAM 626 398 57 1,651 1,458 13
Asia South 460 433 6 1,436 1,212 18
Europe 388 229 69 971 740 31
Middle East and Africa (MEA) 327 274 19 918 844 9
Total $ 3,368 $ 3,044 11 % $ 10,927 $ 9,389 16 %
Key drivers(4) (in billions of dollars)
Average loans $ 147 $ 119 24 % $ 137 $ 119 15 %
Net credit losses (NCLs) as a percentage of average
loans 0.18 % 0.08 % 0.21 % 0.19 %
ACLL as a percentage of EOP loans(5) 0.78 % 0.77 %
Average trading account assets $ 556 $ 462 20 $ 527 $ 432 22
(1) Investment banking fees are primarily composed of underwriting, advisory, loan syndication structuring and other related financing activity.
(2) Markets revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Markets products sold to Corporate Lending clients. This generally results in a reduction
in Markets reported revenue.
(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
19
3Q25 vs. 3Q24 2025 YTD vs. 2024 YTD
Net income of $1.6 billion increased 46%, driven by higher revenues and Net income of $5.1 billion increased 29%, driven by higher revenues,
lower provisions, partially offset by higher expenses. partially offset by higher expenses.
Revenues increased 15%, driven by higher revenues in both Fixed Revenues increased 14%, driven by higher revenues in both Fixed
Income Markets and Equity Markets. Income Markets and Equity Markets.
Fixed Income Markets revenues increased 12%, driven by growth in Fixed Income Markets revenues increased 13%, reflecting an increase
both Rates and Currencies revenues and Spread Products and Other Fixed in Rates and Currencies revenues and higher revenues in Spread Products
Income. Rates and Currencies revenues increased 15%, largely driven by and Other Fixed Income. Rates and Currencies revenues increased 16%,
growth in Rates amid policy uncertainty and elevated client activity. Spread primarily driven by Rates, reflecting increased client activity and
Products and Other Fixed Income revenues increased 8%, largely driven by monetization of market activity. Spread Products and Other Fixed Income
higher mortgage trading and financing activity, partially offset by lower revenues increased 6%, largely driven by higher financing activity and
commodities activity. mortgage trading, partially offset by declines in commodities.
Equity Markets revenues increased 24%, driven by higher client Equity Markets revenues increased 17%, primarily driven by Prime
activity in Equity Derivatives, as well as higher volumes in Equity Cash and Services, as well as higher volumes in Equity Cash and monetization of
continued momentum in Prime Services, with prime balances up market activity in Equity Derivatives, partially offset by prior-year gains
approximately 44%. related to the Visa B share exchange.
Expenses increased 5%, primarily driven by higher revenue-related Expenses increased 4%, primarily driven by higher revenue-related
compensation and benefits, along with the impact of FX translation, compensation and benefits and higher volume-related expenses.
partially offset by lower transactional and product servicing expenses, as Provisions were $341 million, reflecting net credit losses of $218
higher transaction volumes were more than offset by efficiency actions. million, and a net ACL build of $123 million. Net credit losses were driven
Provisions were $32 million in the current period, reflecting net credit by charge-offs in Spread Products. The net ACL build was driven by
losses of $68 million, and a net ACL release of $36 million. Net credit changes in portfolio composition, including exposure growth and credit
losses were driven by a charge-off in Spread Products, and the net ACL quality, changes in the macroeconomic outlook and transfer risk associated
release was for the related reserve. Provisions were $141 million in the with Russia, largely offset by reserve releases related to charge-offs in
prior-year period, reflecting a net ACL build of $117 million, primarily Spread Products. Provisions were $329 million in the prior-year period,
driven by changes in portfolio composition, including credit quality, and net reflecting net credit losses of $168 million, driven by charge-offs in Spread
credit losses of $24 million. For additional information on Citi’s ACL, see Products, and a net ACL build of $161 million, driven by changes in
“Significant Accounting Policies and Significant Estimates” below. For portfolio composition, including credit quality, and changes in the
additional information on Markets’ corporate credit portfolio, see macroeconomic outlook.
“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, “Managing
Global Risk—Other Risks—Country Risk—Argentina” and “—Russia” and
“Forward-Looking Statements” below and “Risk Factors” and “Markets” in
Citi’s 2024 Form 10-K.
20
BANKING
Banking includes Investment Banking (Debt Capital Markets (DCM), Banking revenues reflect the impact of a revenue sharing arrangement
Equity Capital Markets (ECM) and Advisory sub-businesses) and Corporate with Banking—Corporate Lending, for Investment Banking, Markets and
Lending. Investment Banking supports clients’ capital-raising needs to help Services products sold to Corporate Lending clients. This generally results
strengthen and grow their businesses, including equity and debt capital in an increase in Banking reported revenue. The revenue share to Banking—
markets strategic financing solutions and loan syndication structuring, as Corporate Lending is recorded in All other as part of Non-interest revenue
well as advisory services related to mergers and acquisitions, divestitures, in the table below.
restructurings and corporate defense activities. Corporate Lending consists
of corporate and commercial banking, serving as the conduit for Citi’s
product suite to clients.
21
Investment banking fees
Advisory $ 427 $ 394 8% $ 1,259 $ 892 41 %
Equity underwriting (ECM) 174 129 35 519 474 9
Debt underwriting (DCM) 568 476 19 1,553 1,540 1
Total $ 1,169 $ 999 17 % $ 3,331 $ 2,906 15 %
Revenue by geography
North America $ 995 $ 837 19 % $ 2,765 $ 2,359 17 %
International 1,137 760 50 3,240 2,601 25
Total $ 2,132 $ 1,597 34 % $ 6,005 $ 4,960 21 %
International revenue by cluster
United Kingdom $ 304 $ 158 92 % $ 827 $ 547 51 %
Japan, Asia North and Australia (JANA) 207 152 36 614 472 30
LATAM 204 159 28 555 566 (2)
Asia South 145 97 49 422 332 27
Europe 177 135 31 567 477 19
Middle East and Africa (MEA) 100 59 69 255 207 23
Total $ 1,137 $ 760 50 % $ 3,240 $ 2,601 25 %
Key drivers(4) (in billions of dollars)
Average loans $ 81 $ 88 (8)% $ 82 $ 89 (8)%
NCLs as a percentage of average loans 0.04 % 0.16 % 0.10 % 0.21 %
ACLL as a percentage of EOP loans(5) 1.83 % 1.54 %
(1) Investment banking fees are primarily composed of underwriting, advisory, loan syndication structuring and other related financing activity.
(2) Banking revenues reflect the impact of a revenue sharing arrangement with Banking—Corporate Lending, for Investment Banking, Markets and Services products sold to Corporate Lending clients.
This generally results in an increase in Banking reported revenue.
(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
22
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.
23
WEALTH
Wealth includes the Private Bank, Citigold and Wealth at Work and provides At September 30, 2025, Wealth had the following:
financial services to a range of client segments consisting of ultra-high net
worth, high net worth and affluent clients. These services include banking, • $660 billion in client investment assets
investment, lending, custody and trust product offerings in approximately 20 • $318 billion in deposits
countries, including the U.S. and four wealth management centers: • $151 billion in loans, including $89 billion in mortgage loans, $32
Singapore, Hong Kong, the UAE and London. billion in margin loans, $25 billion in personal, small business and other
The Private Bank provides financial services to ultra-high net worth loans and $5 billion in outstanding credit card balances
clients through customized product offerings. Citigold provides financial
services to affluent and high net worth clients through elevated product For additional information on Wealth’s end-of-period consumer loan
offerings and financial relationships. Wealth at Work provides financial portfolios and metrics, see “Managing Global Risk—Credit Risk—
services to professional industries (including law firms, consulting groups Consumer Credit” below.
and accounting and asset management firms) through tailored solutions.
24
Revenue by geography
North America $ 1,066 $ 1,000 7% $ 3,220 $ 2,620 23 %
International 1,098 995 10 3,206 2,869 12
Total $ 2,164 $ 1,995 8% $ 6,426 $ 5,489 17 %
International revenue by cluster
United Kingdom $ 100 $ 88 14 % $ 314 $ 246 28 %
Japan, Asia North and Australia (JANA) 396 363 9 1,136 1,011 12
LATAM 35 33 6 112 96 17
Asia South 390 348 12 1,143 1,013 13
Europe 82 67 22 231 222 4
Middle East and Africa (MEA) 95 96 (1) 270 281 (4)
Total $ 1,098 $ 995 10 % $ 3,206 $ 2,869 12 %
Key drivers(4) (in billions of dollars)
EOP client balances
Client investment assets(5) $ 660 $ 580 14 %
Deposits 318 316 1
Loans 151 151 —
Total $ 1,129 $ 1,047 8%
Net new investment assets (NNIA)(6) $ 18.6 $ 13.8 35 % $ 37.1 $ 26.9 38 %
Average deposits 315 316 — 311 316 (2)
Average loans 151 150 1 149 150 (1)
ACLL as a percentage of EOP loans 0.34 % 0.36 %
(1)See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.
(2)Primarily related to fiduciary and administrative fees.
(3)Primarily related to principal transactions revenue including FX translation.
(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)Includes assets under management, and trust and custody assets.
(6)Represents investment asset inflows, including dividends, interest and distributions, less investment asset outflows. See “Glossary” below for additional information. NNIA flows can fluctuate across
quarters due to a variety of factors, including, but not limited to, the macroeconomic environment, market volatility, investor sentiment, client activity, seasonal effects and product mix and offering
changes.
NM Not meaningful
25
3Q25 vs. 3Q24 2025 YTD vs. 2024 YTD
Net income of $374 million increased 32%, driven by higher revenues, Net income of $1.2 billion increased 72%, driven by higher revenues,
partially offset by higher expenses. partially offset by higher provisions and higher expenses.
Revenues increased 8%, driven by growth in Citigold and the Private Revenues increased 17%, driven by growth across all lines of business.
Bank, partially offset by lower revenues in Wealth at Work. Net interest Net interest income was up 19%, driven by higher deposit spreads, partially
income increased 8%, driven by growth in deposit spreads across the lines offset by lower mortgage spreads and lower average deposit volumes. Non-
of business, partially offset by lower mortgage spreads. Non-interest interest revenue increased 14%, driven by higher investment fee revenues
revenue increased 9%, driven by higher investment fee revenues, with client and the gain on sale of an alternative investments fund platform.
investment assets up 14%. Private Bank revenues increased 14%, driven by higher deposit spreads,
Client balances increased 8%, driven by higher client investment assets, the gain on sale of an alternative investments fund platform and higher
due to higher market valuations and strong NNIA generation, partially offset investment fee revenues, partially offset by lower mortgage spreads.
by the sale of a trust business. NNIA increased to $19 billion in the current Citigold revenues increased 19%, driven by higher deposit spreads,
quarter and over $52 billion during the last 12 months, representing 9% higher investment fee revenues and higher lending revenues, partially offset
organic growth. by lower average deposit balances.
Average deposits were unchanged, as outflows, including a shift in Wealth at Work revenues increased 13%, driven by higher deposit
deposits to higher-yielding investments on Citi’s platform, were offset by spreads and higher investment fee revenues, largely offset by lower
net new deposits and transfers of certain relationships and the associated mortgage spreads.
deposits to Wealth from USPB (including $4 billion of transfers during the Expenses increased 2%, driven by higher volume-related transactional
third quarter of 2025). Average loans were also unchanged, as growth in and product servicing expenses, higher severance costs and higher
securities-based lending volumes was offset by transfers of certain investments in technology, largely offset by the benefits from prior
relationships and associated mortgage loans to USPB from Wealth and repositioning actions.
reductions across other lending portfolios. Provisions were $102 million, reflecting net credit losses of $134
Private Bank revenues increased 7%, driven by higher deposit spreads million, and a net ACL release of $32 million. Net credit losses included
and higher investment fee revenues, partially offset by lower mortgage write-downs of mortgage loans to their collateral value due to the impact of
spreads. the California wildfires. The net ACL release was driven by changes in
Citigold revenues increased 14%, primarily driven by higher deposit portfolio composition, including credit quality. Provisions were a benefit of
spreads and higher investment fee revenues. $146 million in the prior-year period, reflecting a net ACL release of $237
Wealth at Work revenues decreased 12%, driven by lower mortgage million, driven by changes in the margin lending portfolio and changes in
spreads, which the business expects to continue. The decline in revenues the macroeconomic outlook, and net credit losses of $91 million.
was partially offset by higher deposit spreads and higher investment fee
revenues.
Expenses increased 4%, driven by higher investments in technology and
higher volume-related transactional and product servicing expenses,
partially offset by continued productivity savings.
Provisions were $30 million in the current period, reflecting net credit
losses of $56 million, and a net ACL release of $26 million. Net credit
losses included write-downs of mortgage loans to their collateral value due
to the impact of the California wildfires and the net ACL release was for the
related reserves. Provisions were $33 million in the prior-year period,
reflecting net credit losses of $27 million, and a net ACL build of $6
million. 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, “Forward-
Looking Statements” below and “Risk Factors—Strategic Risks” in Citi’s
2024 Form 10-K.
26
U.S. PERSONAL BANKING
U.S. Personal Banking (USPB) includes Branded Cards, Retail Services and At September 30, 2025, USPB had the following:
Retail Banking. Branded Cards includes proprietary credit card portfolios
(Value, Cash and Rewards), co-branded card portfolios (including Costco • $222 billion in loans, including:
and American Airlines) and personal installment loans. Retail Services ◦ $168 billion in outstanding credit card balances
includes co-brand and private label relationships (including, among others, ◦ $49 billion in mortgages
The Home Depot, Best Buy, Macy’s and Sears). Retail Banking includes ◦ $4 billion in personal installment loans
traditional banking services, including deposits, mortgages and other ◦ $1 billion in small business and personal loans
lending products, to retail and small business customers. Retail Banking • $90 billion in deposits
branches are concentrated in six key metropolitan areas: New York, Los
Angeles, San Francisco, Chicago, Miami and Washington, D.C. For additional information on USPB’s end-of-period consumer loan
portfolios and metrics, see “Managing Global Risk—Credit Risk—
Consumer Credit” below.
27
Key drivers(5) (in billions of dollars, except as otherwise noted)
Average loans $ 220 $ 210 5% $ 218 $ 207 5%
ACLL as a percentage of EOP loans(6) 6.33 % 6.52 %
NCLs as a percentage of average loans 3.20 % 3.53 % 3.47 % 3.65 %
Average deposits 90 85 6 90 93 (3)
Branded Cards
Credit card spend volume $ 136 $ 129 5% $ 397 $ 381 4%
Average loans 120 115 5 118 113 5
NCLs as a percentage of average loans 3.54 % 3.63 % 3.77 % 3.74 %
New credit cards account acquisitions(7) (in thousands of accounts) 1,343 1,224 10 3,837 3,538 8
Retail Services
Credit card spend volume $ 22 $ 22 (1)% $ 63 $ 65 (3)%
Average loans 50 51 (2) 51 51 (1)
NCLs as a percentage of average loans 5.28 % 6.14 % 5.86 % 6.30 %
New credit cards account acquisitions(7) (in thousands of accounts) 1,868 1,799 4 5,469 5,491 —
Retail Banking
Branches (actual) 653 641 2%
Average mortgage loans $ 49 $ 43 14 $ 48 $ 42 14 %
NCLs as a percentage of average loans 0.28 % 0.24 % 0.27 % 0.25 %
(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.
(2) Primarily related to credit cards and retail banking related fees.
(3) Primarily related to foreign exchange revenues in Retail Banking and revenue incentives from card networks in Branded Cards.
(4) Effective January 1, 2025, USPB changed its reporting for certain installment lending products that were transferred from Retail Banking to Branded Cards to reflect where these products are
managed. Prior periods were conformed to reflect this change.
(5) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends.
(6) Excludes loans that are carried at fair value for all periods.
(7) Represents the number of new credit card accounts opened.
NM Not meaningful
28
3Q25 vs. 3Q24 2025 YTD vs. 2024 YTD
Net income of $858 million increased 64%, driven by higher revenues and Net income of $2.3 billion increased 127%, driven by lower provisions and
lower provisions. higher revenues.
Revenues increased 7%, driven by growth in Branded Cards and Retail Revenues increased 5%, driven by growth in Branded Cards and Retail
Banking, partially offset by a decline in Retail Services. Net interest income Banking, partially offset by a decline in Retail Services. Net interest income
increased 8%, driven by higher loan spreads and higher interest-earning increased 7%, driven by higher loan spreads, higher interest-earning
balances in Branded Cards, as well as higher deposit spreads and balances in balances in Branded Cards and higher deposit spreads in Retail Banking.
Retail Banking. Non-interest revenue decreased 10%, driven by higher Non-interest revenue decreased 43%, driven by higher rewards costs in
rewards costs, primarily offset by higher gross interchange and credit card Branded Cards and higher partner payment accruals in Retail Services,
fees in Branded Cards and higher deposit servicing fees in Retail Banking. partially offset by higher gross interchange fees in Branded Cards.
Branded Cards revenues increased 8%, driven by higher loan spreads, Branded Cards revenues increased 10%, driven by higher loan spreads
higher interest-earning balances, which were up 5%, and higher gross and higher interest-earning balances, which were up 7%, and higher gross
interchange fees, partially offset by higher rewards costs. Branded Cards interchange fees, partially offset by higher rewards costs. Branded Cards
average loans increased 5%, driven by higher card spend volume, which average loans increased 5%, driven by higher card spend volume, which
was up 5%. was up 4%.
Retail Services revenues decreased 1%, driven by higher partner Retail Services revenues decreased 6%, driven by higher partner
payment accruals and lower net interest income due to lower interest- payment accruals due to lower net credit losses and lower interest income
earning balances. Retail Services average loans decreased 2%, driven by due to lower average loan volume. Retail Services average loans decreased
lower card spend volume, which was down 1%. 1%, driven by lower card spend volume, which was down 3%.
Retail Banking revenues increased 30%, primarily driven by the impact Retail Banking revenues increased 20%, primarily driven by the impact
of higher deposit spreads, higher deposit balances and higher deposit of higher deposit spreads. Average deposits decreased 3%, as net new
servicing fees. Average deposits increased 6%, as net new deposits were deposits were more than offset by client transfers to Wealth.
partially offset by client transfers to Wealth (including $4 billion of transfers Expenses were unchanged, as higher legal and fraud-related expenses
during the third quarter of 2025). and advertising and marketing were offset by continued productivity
Expenses were unchanged from the prior-year period, as lower savings, primarily lower compensation and benefits.
advertising and marketing expenses and lower compensation and benefits Provisions were $5.5 billion, reflecting net credit losses of $5.6 billion,
expenses were offset by higher volume-related transactional and product and a net ACL release of $110 million. Net credit losses were largely
servicing expenses. unchanged, as the decrease of 8% in Retail Services from improved credit
Provisions were $1.8 billion in the current period, reflecting net credit performance was offset by an increase of 5% in Branded Cards due to loan
losses of $1.8 billion, and a net ACL build of $66 million. Net credit losses growth. The net ACL release was driven by a reduction in cards loan
were down 5%, driven by improved credit performance in Retail Services. volume and changes in portfolio composition, primarily offset by changes in
The net ACL build was driven by changes in portfolio composition and the macroeconomic outlook. Provisions were $6.4 billion in the prior-year
higher volume, largely offset by changes in the macroeconomic outlook. period, reflecting net credit losses of $5.7 billion, and a net ACL build of
Provisions were $1.9 billion in the prior-year period, reflecting net credit $769 million, driven by changes in portfolio composition, including credit
losses of $1.9 billion, and a net ACL build of $45 million. For additional quality, partially offset by changes in the macroeconomic outlook.
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, “Forward-
Looking Statements” below and “Risk Factors—Strategic Risks” in Citi’s
2024 Form 10-K.
29
ALL OTHER—Divestiture-Related Impacts (Reconciling Items)
The table below presents a reconciliation from All Other (U.S. GAAP) to Consumer businesses and (ii) the planned divestiture of Grupo Financiero
All Other (managed basis). All Other (U.S. GAAP), less Reconciling Items, Banamex, S.A. de C.V., reported within All Other (U.S. GAAP). Legacy
equals All Other (managed basis). The Reconciling Items are reflected on Franchises (managed basis) results also exclude these divestiture-related
each relevant line item in Citi’s Consolidated Statement of Income. impacts. Certain of the results of operations of All Other (managed basis)
All Other (managed basis) results exclude divestiture-related impacts and Legacy Franchises (managed basis) are non-GAAP financial measures
(see the “Reconciling Items” column in the table below) related to (i) Citi’s (see “Overview—Non-GAAP Financial Measures” above).
divestitures of its Asia
Third Quarter
2025 2024
All Other
All Other Reconciling (managed All Other Reconciling All Other
In millions of dollars, except as otherwise noted (U.S. GAAP) Items(2) basis) (U.S. GAAP) Items(3) (managed basis)
Net interest income $ 1,278 $ — $ 1,278 $ 1,469 $ — $ 1,469
Non-interest revenue 259 2 257 352 1 351
Total revenues, net of interest expense(1) $ 1,537 $ 2 $ 1,535 $ 1,821 $ 1 $ 1,820
Total operating expenses(1) $ 2,934 $ 766 $ 2,168 $ 2,144 $ 67 $ 2,077
Net credit losses on loans 294 (3) 297 207 (1) 208
Credit reserve build (release) for loans 16 — 16 55 — 55
Provision for credit losses on unfunded lending commitments (6) — (6) (7) — (7)
Provisions for benefits and claims (PBC), other assets and HTM debt securities 24 — 24 33 — 33
Provisions (benefits) for credit losses and PBC $ 328 $ (3) $ 331 $ 288 $ (1) $ 289
Income (loss) from continuing operations before taxes $ (1,725) $ (761) $ (964) $ (611) $ (65) $ (546)
Income taxes (benefits) (247) 16 (263) (72) (20) (52)
Income (loss) from continuing operations $ (1,478) $ (777) $ (701) $ (539) $ (45) $ (494)
Income (loss) from discontinued operations, net of taxes (1) — (1) (1) — (1)
Noncontrolling interests 3 — 3 (12) — (12)
Net income (loss) $ (1,482) $ (777) $ (705) $ (528) $ (45) $ (483)
Nine Months
2025 2024
All Other
All Other Reconciling (managed All Other Reconciling All Other
In millions of dollars, except as otherwise noted (U.S. GAAP) Items(4) basis) (U.S. GAAP) Items(5) (managed basis)
Net interest income $ 3,837 $ — $ 3,837 $ 4,717 $ — $ 4,717
Non-interest revenue 666 (175) 841 1,473 22 1,451
Total revenues, net of interest expense(1) $ 4,503 $ (175) $ 4,678 $ 6,190 $ 22 $ 6,168
Total operating expenses(1) $ 7,505 $ 837 $ 6,668 $ 7,130 $ 262 $ 6,868
Net credit losses on loans 811 2 809 678 7 671
Credit reserve build (release) for loans 148 (11) 159 (39) — (39)
Provision for credit losses on unfunded lending commitments (13) — (13) (15) — (15)
Provisions for benefits and claims (PBC), other assets and HTM debt securities 109 — 109 101 — 101
Provisions (benefits) for credit losses and PBC $ 1,055 $ (9) $ 1,064 $ 725 $ 7 $ 718
Income (loss) from continuing operations before taxes $ (4,057) $ (1,003) $ (3,054) $ (1,665) $ (247) $ (1,418)
Income taxes (benefits) (943) (31) (912) (105) (76) (29)
Income (loss) from continuing operations $ (3,114) $ (972) $ (2,142) $ (1,560) $ (171) $ (1,389)
Income (loss) from discontinued operations, net of taxes (2) — (2) (2) — (2)
Noncontrolling interests (2) — (2) (29) — (29)
Net income (loss) $ (3,114) $ (972) $ (2,142) $ (1,533) $ (171) $ (1,362)
30
(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.
(2) The three months ended September 30, 2025 includes approximately $766 million in operating expenses (approximately $744 million after-tax), driven by a goodwill impairment charge in Mexico
($726 million ($714 million after-tax)) and separation costs in Mexico.
(3) The three months ended September 30, 2024 includes approximately $67 million in operating expenses (approximately $46 million after-tax), primarily driven by 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, 2024.
(4) The nine months ended September 30, 2025 includes (i) an approximate $186 million loss recorded in revenue (approximately $157 million after-tax), driven by the announced sale of the Poland
consumer banking business; and (ii) approximately $837 million in operating expenses (approximately $793 million after-tax), driven by a goodwill impairment charge in Mexico ($726 million
($714 million after-tax)) and separation costs in Mexico and severance costs in the Asia exit markets (approximately $89 million (approximately $62 million after-tax)).
(5) 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. For additional information, see Citi’s Quarterly Report on Form 10-Q for the period ended September 30, 2024.
31
ALL OTHER—Managed Basis
At September 30, 2025, All Other (managed basis) had $208 billion in At closing of the 25% share sale transaction, and prior to
assets, primarily related to (i) Mexico Consumer/SBMM and Asia deconsolidation, there will be a temporary benefit to Citi’s stockholders’
Consumer reported within Legacy Franchises (managed basis) and (ii) equity due to the reclassification of the negative CTA associated with
Corporate Treasury investment securities and Citi’s deferred tax assets Banamex from Accumulated other comprehensive income (AOCI) (within
(DTAs) reported within Corporate/Other. stockholders’ equity) to Noncontrolling interests, which is expected to be
partially offset by the net loss on sale recorded primarily in additional paid-
Legacy Franchises (Managed Basis) in capital. The net loss reflected within stockholders’ equity, primarily
Legacy Franchises (managed basis) includes the following: recorded in additional paid-in capital, reflects the difference between the
sale consideration received and 25% of the Banamex book value.
• Mexico Consumer/SBMM Additionally, Citi’s AOCI includes CTA losses, net of hedges and taxes,
• Asia Consumer, largely representing the consumer banking operations amounting to approximately $(9) billion, attributable to Banamex and its
of the remaining three exit countries (Korea, Poland and Russia) consolidated subsidiaries as of September 30, 2025 (for additional
• Legacy Holdings Assets, consisting of approximately $1.7 billion of information, see Note 19). Citi will deconsolidate Banamex if it owns less
legacy consumer mortgage loans in North America, as well as other than 50% of Banamex’s voting stock ownership and Citi does not have
legacy assets substantive participating rights in Banamex.
During the quarter in which a deconsolidation of Banamex occurs,
Mexico Consumer/SBMM operates primarily through Grupo Citi’s CTA loss attributable to Banamex and its consolidated subsidiaries
Financiero Banamex, S.A. de C.V. (Banamex) and its consolidated will be recognized in its income statement, impacting EPS and RoTCE, and
subsidiaries, including Banco Nacional de Mexico, S.A., which provides reversing the temporary capital benefit from prior sales. The cumulative
traditional retail banking and branded card products to consumers and small impact of the CTA loss will be regulatory capital neutral to Citi. The $(9)
business customers and traditional middle-market banking products and billion in CTA losses is subject to change prior to deconsolidation, including
services to commercial customers, and other affiliated subsidiaries that offer as a result of FX movements.
retirement fund administration and insurance products. Since announcing its intention to exit consumer banking across 14
The results of operations, as well as certain disclosed balance sheet markets in Asia, Europe, the Middle East and Mexico as part of its strategic
information, for Mexico Consumer/SBMM are presented in a managerial refresh, Citi has:
view within this Form 10-Q, and include certain intercompany allocations,
managerial charges and offshore expenses that reflect the Mexico • closed sales in nine of those markets;
Consumer/SBMM operations as a component of Citi’s consolidated • completed the separation of Mexico Consumer/SBMM from its
operations. The Mexico Consumer/SBMM results are therefore not intended Services, Markets, Banking and Wealth businesses in Mexico;
to reflect, and may differ significantly from, Banamex’s results and • announced its entry into an agreement to sell 25% of Banamex’s
operations as a standalone legal entity. outstanding common shares;
Citi has continued to make substantial progress on its remaining • announced the sale of the Poland consumer banking business, which is
divestitures, including a significant step toward the divestiture of Banamex. expected to close by mid-2026, subject to regulatory approvals and
As previously disclosed, on September 24, 2025, Citi announced its entry other customary closing conditions;
into an agreement to sell 25% of Banamex’s outstanding common shares to • continued to make progress on its wind-downs in Korea and Russia
a company wholly owned by Fernando Chico Pardo and members of his (Citi completed the wind-down of its consumer loan portfolio in Russia
immediate family. This transaction is subject to customary closing during the second quarter of 2025); and
conditions, including regulatory approvals in Mexico. For additional • substantially completed the wind-down of Citi’s consumer business in
information about this transaction, see Citi’s Form 8-K filed with the SEC China.
on September 24, 2025.
Citi’s third-quarter results included a notable item consisting of a non- See Note 2 for additional information on Legacy Franchises’ consumer
cash goodwill impairment of $726 million ($714 million after-tax), recorded banking business sales and wind-downs. For additional information about
in Other operating expenses, in connection with the agreed-upon bid with Citi’s continued efforts to reduce its operations and exposures in Russia, see
the buyer. The goodwill impairment was regulatory capital neutral to Citi. In “Managing Global Risk—Other Risks—Country Risk—Russia” below and
addition, the goodwill impairment was a divestiture-related impact and “Risk Factors—Other Risks” and “Managing Global Risk—Other Risks—
therefore was not recorded in All Other (managed basis) or discussed in the Country Risk—Russia” in Citi’s 2024 Form 10-K.
results of operations of All Other (managed basis) below.
32
At September 30, 2025, on a combined basis, Legacy Franchises
(managed basis) had the following:
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.
33
Third Quarter Nine Months
In millions of dollars, except as otherwise noted 2025 2024 % Change 2025 2024 % Change
Net interest income $ 1,278 $ 1,469 (13)% $ 3,837 $ 4,717 (19)%
Non-interest revenue 257 351 (27) 841 1,451 (42)
Total revenues, net of interest expense(1) $ 1,535 $ 1,820 (16)% $ 4,678 $ 6,168 (24)%
Total operating expenses(1) $ 2,168 $ 2,077 4% $ 6,668 $ 6,868 (3)%
Net credit losses on loans 297 208 43 809 671 21
Credit reserve build (release) for loans 16 55 (71) 159 (39) NM
Provision (release) for credit losses on unfunded lending
commitments (6) (7) 14 (13) (15) 13
Provisions (release) for benefits and claims (PBC), other assets and
HTM debt securities 24 33 (27) 109 101 8
Provisions for credit losses and PBC $ 331 $ 289 15 % $ 1,064 $ 718 48 %
Income (loss) from continuing operations before taxes $ (964) $ (546) (77)% $ (3,054) $ (1,418) (115)%
Income taxes (benefits) (263) (52) (406) (912) (29) NM
Income (loss) from continuing operations $ (701) $ (494) (42)% $ (2,142) $ (1,389) (54)%
Income (loss) from discontinued operations, net of taxes (1) (1) — (2) (2) —
Noncontrolling interests 3 (12) 125 (2) (29) 93
Net income (loss) $ (705) $ (483) (46)% $ (2,142) $ (1,362) (57)%
Balance Sheet data (in billions of dollars)
EOP assets $ 208 $ 195 7%
Average assets 207 194 7 $ 207 $ 195 6%
Revenue by line of business(1)
Mexico Consumer/SBMM $ 1,722 $ 1,523 13 % $ 4,725 $ 4,719 —%
Asia Consumer 149 191 (22) 439 662 (34)
Legacy Holdings Assets — 20 (100) 19 (109) NM
Corporate/Other (336) 86 (491) (505) 896 NM
Total $ 1,535 $ 1,820 (16)% $ 4,678 $ 6,168 (24)%
Mexico Consumer/SBMM—key indicators
(in billions of dollars)
EOP loans $ 28.5 $ 23.5 21 %
EOP deposits 40.6 34.6 17
Average loans 27.2 23.9 14 $ 25.5 $ 24.7 3%
NCLs as a percentage of average loans (Mexico Consumer only) 5.46 % 4.36 % 5.42 % 4.44 %
Loans 90+ days past due as a percentage of EOP loans (Mexico
Consumer only) 1.60 1.37
Loans 30–89 days past due as a percentage of EOP loans (Mexico
Consumer only) 1.58 1.47
Asia Consumer—key indicators(2) (in billions of dollars)
EOP loans $ 2.7 $ 5.5 (51)%
EOP deposits 1.3 8.4 (85)
Average loans 2.8 5.6 (50) $ 3.8 $ 6.2 (39)%
Legacy Holdings Assets—key indicators (in billions of dollars)
EOP loans $ 1.8 $ 2.5 (28)%
(1) See footnote 1 in “Results of Operations—Summary of Selected Financial Data” above for the description of a change in presentation.
(2) The key indicators for Asia Consumer also reflect the reclassification of loans and deposits to Other assets and Other liabilities under held-for-sale (HFS) accounting on Citi’s Consolidated Balance
Sheet.
NM Not meaningful
34
3Q25 vs. 3Q24 2025 YTD vs. 2024 YTD
Net loss was $705 million, compared to a net loss of $483 million in the Net loss was $2.1 billion, compared to a net loss of $1.4 billion in the prior-
prior-year period, driven by lower revenues, higher expenses and higher year period, driven by lower revenues and higher provisions, largely offset
provisions, largely offset by higher income tax benefits, partially due to the by higher income tax benefits, partially driven by the resolution of a tax
geographic mix of earnings. audit in the current year, and lower expenses.
All Other (managed basis) revenues decreased 16%, driven by lower All Other (managed basis) revenues decreased 24%, driven by lower
revenues in Corporate/Other, partially offset by an increase in Legacy revenues in Corporate/Other and Legacy Franchises (managed basis).
Franchises (managed basis). Legacy Franchises (managed basis) revenues decreased 2%, driven by
Legacy Franchises (managed basis) revenues increased 8%, driven by lower revenues in Asia Consumer (managed basis), largely offset by higher
higher revenues in Mexico Consumer/SBMM, partially offset by lower revenues in Legacy Holdings Assets.
revenues in Asia Consumer (managed basis). Mexico Consumer/SBMM revenues were largely unchanged, as higher
Mexico Consumer/SBMM revenues increased 13%, driven by higher revenue driven by lending volumes in retail banking and cards, higher
lending volumes in retail banking and cards, higher deposit volumes, higher deposit volumes and higher fee revenues were offset by the Mexico peso
fee revenues and the impact of Mexican peso appreciation. depreciation and an episodic item in the second quarter of 2025.
Asia Consumer (managed basis) revenues decreased 22%, driven by the Asia Consumer (managed basis) revenues decreased 34%, driven by the
closed exits and wind-downs. closed exits and wind-downs.
Legacy Holdings Assets revenues decreased to $0 million from $20 Legacy Holdings Assets revenues increased to $19 million, compared to
million, largely driven by the wind-down of the retail banking business in $(109) million in the prior-year period, reflecting higher funding costs in the
the U.K. prior-year period.
Corporate/Other revenues decreased to $(336) million, compared to $86 Corporate/Other revenues were $(505) million, compared to $896
million in the prior-year period, driven by lower net interest income and million in the prior-year period, driven by lower net interest income and
lower non-interest revenue. The lower net interest income was driven by lower non-interest revenue. The lower net interest income was due to a
actions taken over the past few quarters to reduce Citi’s asset sensitivity in a lower benefit from cash and securities reinvestment, driven by actions taken
declining interest rate environment. The lower non-interest revenue was over the last few quarters to reduce Citi’s asset sensitivity in a declining
partially driven by the impact of mark-downs on certain investments and interest rate environment. The lower non-interest revenue was primarily
positions. driven by gains in the prior-year period on the sale of certain investments
Expenses (managed basis) increased 4%, driven by higher investments and other assets, and the impact of mark-downs on certain investments and
in Citi’s transformation and technology, higher severance costs and the positions.
impact of the Mexican peso appreciation, largely offset by a reduction from Expenses (managed basis) decreased 3%, driven by a reduction from
the closed exits and wind-downs and lower litigation expenses. the closed exits and wind-downs, lower deposit insurance costs (see Note 18
Provisions (managed basis) were $331 million in the current period, to the Consolidated Financial Statements in Citi’s 2024 10-K), a
reflecting net credit losses of $297 million, and a net ACL build of $34 restructuring charge in the prior-year period (see Note 9), the impact of
million. Net credit losses were up 43%, driven by higher consumer lending Mexican peso depreciation and civil money penalties in the prior-year
volume and portfolio seasoning in Mexico Consumer/SBMM. The net ACL period. This decline was primarily offset by higher investments in Citi’s
build was driven by changes in portfolio composition and higher consumer transformation and technology and higher severance costs.
lending volume in Mexico Consumer/SBMM, largely offset by changes in Provisions (managed basis) were $1.1 billion, reflecting net credit
the macroeconomic outlook. Provisions were $289 million in the prior-year losses of $809 million, and a net ACL build of $255 million. Net credit
period, reflecting net credit losses of $208 million, and a net ACL build of losses increased 21%, driven by higher consumer lending volume and
$81 million, largely driven by changes in portfolio composition and higher portfolio seasoning in Mexico Consumer/SBMM. The net ACL build was
consumer lending volume in Mexico Consumer/SBMM. For additional primarily driven by higher consumer lending volume, changes in portfolio
information on Citi’s ACL, see “Significant Accounting Policies and composition, transfer risk associated with Russia and changes in the
Significant Estimates” below. macroeconomic outlook. Provisions were $718 million in the prior-year
For additional information on the consumer portion of All Other— period, reflecting net credit losses of $671 million, and a net ACL build of
Legacy Franchises, including the Mexico Consumer loan portfolios, see $47 million.
“Managing Global Risk—Credit Risk—Consumer Credit” below.
For additional information about trends, uncertainties and risks related
to All Other’s (managed basis) future results, see “Executive Summary”
above, “Managing Global Risk—Other Risks—Country Risk—Russia” and
“Forward-Looking Statements” below and “Risk Factors” in Citi’s 2024
Form 10-K.
35
CAPITAL RESOURCES Stress Capital Buffer
In August 2025, the FRB confirmed Citi’s Stress Capital Buffer (SCB)
For additional information about capital resources, including Citi’s capital requirement of 3.6%, down from the previous 4.1%. Accordingly, based on
management, regulatory capital buffers, the stress testing component of the current SCB standard, Citi’s required regulatory CET1 Capital ratio
capital planning and current regulatory capital standards and developments, effective October 1, 2025 decreased to 11.6% from 12.1% under the
see “Capital Resources” and “Risk Factors” in Citi’s 2024 Form 10-K. Standardized Approach, incorporating the 3.6% SCB and Citi’s current
During the third quarter of 2025, Citi returned a total of $6.1 billion of GSIB (Global Systemically Important Bank) surcharge of 3.5%. Citi’s
capital to common shareholders in the form of $5.0 billion of share required regulatory CET1 Capital ratio under the Advanced Approaches
repurchases (approximately 52 million common shares) under Citi’s (using the fixed 2.5% Capital Conservation Buffer) remains unchanged at
multiyear $20 billion common stock repurchase program (of which there 10.5%. The SCB applies to Citigroup only; the regulatory capital framework
was $11.3 billion remaining at September 30, 2025) and $1.1 billion in applicable to Citibank, including the Capital Conservation Buffer, is
dividends. Year-to-date, Citi returned approximately $12.0 billion to unaffected by Citigroup’s SCB.
common shareholders, including $8.75 billion in the form of share For information on proposed changes to the SCB, see “Capital
repurchases. For additional information, see “Unregistered Sales of Equity Resources—Regulatory Capital Standards and Developments” below.
Securities, Repurchases of Equity Securities and Dividends” below.
Citi paid common dividends of $0.60 per share for the third quarter of
2025, and on October 13, 2025, declared common dividends of $0.60 per
share for the fourth quarter of 2025. Citi plans to maintain a quarterly
common dividend of $0.60 per share, subject to financial and
macroeconomic conditions as well as its Board of Directors’ approval.
36
Citigroup’s Capital Resources
The following table presents Citi’s required risk-based capital ratios as of September 30, 2025, June 30, 2025 and December 31, 2024:
(1) For all periods presented, Citi’s required risk-based capital ratios under the Advanced Approaches included the 2.5% Capital Conservation Buffer and 3.5% GSIB surcharge (all of which must be
composed of CET1 Capital).
(2) Citi’s required risk-based capital ratios under the Standardized Approach included the 4.1% SCB and 3.5% GSIB surcharge (all of which must be composed of CET1 Capital). See “Stress Capital
Buffer” above for more information. For additional information on regulatory capital buffers, see “Capital Resources—Regulatory Capital Buffers” in Citi’s 2024 Form 10-K.
The following tables present Citi’s capital components and ratios as of September 30, 2025, June 30, 2025 and December 31, 2024:
Required
In millions of dollars, except ratios Capital Ratios September 30, 2025 June 30, 2025 December 31, 2024
Quarterly Adjusted Average Total Assets(1)(3) $ 2,651,329 $ 2,608,993 $ 2,433,364
Total Leverage Exposure(1)(4) 3,236,413 3,195,323 2,985,418
Leverage ratio 4.0 % 6.74 % 6.77 % 7.17 %
Supplementary Leverage ratio 5.0 5.52 5.53 5.85
(1) Commencing January 1, 2025, the capital effects resulting from adoption of the current expected credit losses (CECL) methodology have been fully reflected in Citi’s regulatory capital. For additional
information, see “Capital Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2024 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.
(3) Leverage ratio denominator. Represents quarterly average total assets less amounts deducted from Tier 1 Capital.
(4) Supplementary Leverage ratio denominator. Represents quarterly average on-balance sheet assets and certain off-balance sheet exposures calculated in accordance with the U.S. Basel III rules less
amounts deducted from Tier 1 Capital.
37
Components of Citigroup Capital
(1) Issuance costs of $65 million and $67 million related to outstanding noncumulative perpetual preferred stock at September 30, 2025 and December 31, 2024, 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) Commencing January 1, 2025, the capital effects resulting from adoption of the CECL methodology have been fully reflected in Citi’s regulatory capital. For additional information, see “Capital
Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2024 Form 10-K.
(3) Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.
(4) Of Citi’s $29.6 billion of net DTAs at September 30, 2025, $10.8 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit tax carry-forwards, as well as $3.8
billion of DTAs arising from temporary differences that exceeded the 10% limitation, were excluded from Citi’s CET1 Capital as of September 30, 2025. 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.
(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,
2025 and December 31, 2024, 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.
38
(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 $5.5 billion and $5.1 billion at September 30, 2025 and December 31, 2024,
respectively.
(1) Includes the changes in Citigroup (own credit) credit valuation adjustments (CVA) attributable to own creditworthiness, net of tax.
39
Citigroup Risk-Weighted Assets Rollforward (Basel III Standardized Approach)
(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, 2025, primarily due to increased lending exposures, partially offset by the recategorization of certain exposures to other assets in March 2025.
(2) Derivatives increased during the three and nine months ended September 30, 2025, driven by increased exposures mainly from equity derivatives and foreign exchange.
(3) Securities financing transactions include repurchase and reverse repurchase agreements, securities loaned and borrowed and eligible margin loans. Securities financing transactions increased during
the nine months ended September 30, 2025, primarily driven by increased exposures.
(4) Other exposures increased during the nine months ended September 30, 2025, mainly due to the recategorization of certain exposures previously classified as general credit risk exposures to other
assets in March 2025, accompanied by broad-based exposure increases.
(5) Market risk increased during the three months ended September 30, 2025, primarily due to Value at Risk (VaR) and Stressed VaR driven by increased exposures.
40
Citigroup Risk-Weighted Assets Rollforward (Basel III Advanced Approaches)
(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, 2025, primarily due to increased exposures in lending and investment securities as well as risk parameter updates, partially offset by the recategorization of certain exposures to
other assets in March 2025.
(2) Derivatives decreased during the three months ended September 30, 2025, mainly due to a credit valuation adjustment (CVA) data update. Derivatives decreased during the nine months ended
September 30, 2025, mainly due to a CVA data update, partially offset by an increase driven by portfolio changes.
(3) Securities financing transactions include repurchase and reverse repurchase agreements, securities loaned and borrowed and eligible margin loans. Securities financing transactions increased during
the nine months ended September 30, 2025, primarily driven by increased exposures.
(4) Other exposures increased during the nine months ended September 30, 2025, mainly due to the recategorization of certain exposures previously classified as general credit risk exposures to other
assets in March 2025, accompanied by broad-based exposure increases.
(5) Market risk increased during the three months ended September 30, 2025, primarily due to Value at Risk (VaR) and Stressed VaR driven by increased exposures. Market risk decreased during the nine
months ended September 30, 2025, mainly driven by model improvements.
(6) Operational risk increased during the nine months ended September 30, 2025, mainly due to model severity parameter updates.
41
Supplementary Leverage Ratio
The following table presents Citi’s Supplementary Leverage ratio and related components as of September 30, 2025, June 30, 2025 and December 31, 2024:
In millions of dollars, except ratios September 30, 2025 June 30, 2025 December 31, 2024
Tier 1 Capital(1) $ 178,793 $ 176,619 $ 174,527
Total Leverage Exposure
On-balance sheet assets(2) $ 2,691,377 $ 2,672,411 $ 2,494,016
Certain off-balance sheet exposures(3)
Potential future exposure on derivative contracts 161,233 150,382 136,931
Effective notional of sold credit derivatives, net(4) 40,851 43,094 36,507
Counterparty credit risk for repo-style transactions(5) 28,585 26,302 23,391
Other off-balance sheet exposures 351,838 366,247 332,169
Total of certain off-balance sheet exposures $ 582,507 $ 586,025 $ 528,998
Less: Tier 1 Capital deductions 37,471 38,812 37,596
Total Leverage Exposure $ 3,236,413 $ 3,219,624 $ 2,985,418
Supplementary Leverage ratio 5.52 % 5.49 % 5.85 %
(1) Commencing January 1, 2025, the capital effects resulting from adoption of the CECL methodology have been fully reflected in Citi’s regulatory capital. For additional information, see “Capital
Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2024 Form 10-K.
(2) Represents the daily average of on-balance sheet assets for the quarter.
(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.
42
Capital Resources of Citigroup’s Subsidiary U.S. Depository Institutions The following tables present the capital components and ratios for
Citigroup’s subsidiary U.S. depository institutions are also subject to Citibank, Citi’s primary subsidiary U.S. depository institution, as of
regulatory capital standards issued by their respective primary bank September 30, 2025, June 30, 2025 and December 31, 2024:
regulatory agencies, which are similar to the standards of the FRB.
Required
In millions of dollars, except ratios Capital Ratios September 30, 2025 June 30, 2025 December 31, 2024
Quarterly Adjusted Average Total Assets(2)(6) $ 1,833,284 $ 1,784,392 $ 1,726,312
Total Leverage Exposure(2)(7) 2,334,263 2,280,745 2,195,386
Leverage ratio(5) 5.0 % 8.78 % 8.95 % 9.01 %
Supplementary Leverage ratio(5) 6.0 6.89 7.00 7.09
(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) Commencing January 1, 2025, the capital effects resulting from adoption of the CECL methodology have been fully reflected in Citibank’s regulatory capital. For additional information, see “Capital
Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2024 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. Represents quarterly average on-balance sheet assets and certain off-balance sheet exposures calculated in accordance with the U.S. Basel III rules less
amounts deducted from Tier 1 Capital.
43
Impact of Changes on Citigroup and Citibank Capital Ratios information is provided for the purpose of analyzing the impact that a
The following tables present the hypothetical sensitivity of Citigroup’s and change in Citigroup’s or Citibank’s financial position or results of
Citibank’s capital ratios to changes of $100 million in CET1 Capital, Tier 1 operations could have on these ratios. These sensitivities only consider a
Capital and Total Capital (numerator), and changes of $1 billion in single change to either a component of capital, RWA, quarterly adjusted
Advanced Approaches and Standardized Approach RWA and quarterly average total assets or Total Leverage Exposure. Accordingly, an event that
adjusted average total assets, as well as Total Leverage Exposure affects more than one factor may have a larger basis point impact than is
(denominator), as of September 30, 2025. This reflected in these tables.
44
Total Loss-Absorbing Capacity (TLAC) Regulatory Capital Standards and Developments
The table below details Citi’s eligible external TLAC and long-term debt
(LTD) amounts and ratios, and each TLAC and LTD regulatory requirement, Stress Capital Buffer (SCB) Requirements
as well as the surplus amount in dollars in excess of each requirement: On April 17, 2025, the FRB issued a notice of proposed rulemaking
intended to reduce the volatility of the SCB requirement by averaging the
September 30, 2025 results of the annual supervisory stress test over two years. The proposal
In billions of dollars, except ratios External TLAC LTD would also change the annual effective date of the SCB requirement from
Total eligible amount $ 345 $ 160 October 1 to January 1 in each year. This proposal remains outstanding and
% of Advanced Approaches risk- the timing is uncertain.
weighted assets 25.6 % 11.9 %
Regulatory requirement(1)(2) 22.5 9.5 Leverage Capital Requirements
Surplus amount $ 41 $ 32 On June 27, 2025, the U.S. banking agencies issued a notice of proposed
% of Total Leverage Exposure 10.7 % 4.9 %
rulemaking designed to ensure that the enhanced Supplementary Leverage
Regulatory requirement 9.5 4.5
ratio (eSLR) standards serve as a backstop to risk-based capital
Surplus amount $ 38 $ 14
requirements rather than a binding constraint.
The proposal would recalibrate the eSLR buffer applicable to GSIBs,
currently set at 2%, to equal 50% of the GSIB’s method 1 surcharge. It
(1) External TLAC includes method 1 GSIB surcharge of 2.0%. would also replace the requirement that a depository institution subsidiary
(2) LTD includes method 2 GSIB surcharge of 3.5%.
of a GSIB maintain a Supplementary Leverage ratio (SLR) of at least 6% to
be considered “well capitalized,” with a buffer requirement also equal to
As of September 30, 2025, Citi exceeded each of the TLAC and LTD
50% of the GSIB’s method 1 surcharge, which would apply on top of the
regulatory requirements, resulting in a $14 billion surplus above its binding
3% SLR such depository institution subsidiaries must maintain to be
TLAC requirement of LTD as a percentage of Total Leverage Exposure.
considered “adequately capitalized.” The proposal would also make
For additional information on Citi’s TLAC-related requirements, see
corresponding changes to the external TLAC and LTD leverage-based
“Capital Resources—Total Loss-Absorbing Capacity (TLAC)” in Citi’s
requirements to align with the proposed modifications to the eSLR standard.
2024 Form 10-K.
If adopted as proposed, both Citigroup and Citibank, N.A. would be
required to maintain an eSLR buffer of 1%, based on Citi’s current GSIB
method 1 surcharge of 2%, for a total SLR requirement of 4%. This
compares to the current SLR requirement of 5% for Citigroup and 6% for
Citibank, N.A. In addition, the proposal would lower Citi’s TLAC and LTD
leverage-based requirements from the current 9.5% TLAC leverage-based
requirement and 4.5% LTD leverage-based requirement to 8.5% and 3.5%,
respectively.
For information on proposed changes to U.S. regulatory capital
requirements, known as the Basel III Endgame, as well as to the GSIB
surcharge and the TLAC rule, see “Capital Resources—Regulatory Capital
Standards and Developments” in Citi’s 2024 Form 10-K.
45
Tangible Common Equity, Book Value Per Share, Tangible Book Value
Per Share and Return on Equity
As defined by Citi, tangible common equity (TCE) 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.
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Net income available to common shareholders $ 3,478 $ 2,961 $ 11,005 $ 9,028
Average common stockholders’ equity $ 195,471 $ 191,444 $ 194,296 $ 189,552
Less:
Average goodwill 19,550 19,669 19,814 19,491
Average intangible assets (other than MSRs) 3,611 3,478 3,659 3,580
Average goodwill and identifiable intangible assets
(other than MSRs) related to businesses HFS 8 8 12 4
Average TCE $ 172,302 $ 168,289 $ 170,811 $ 166,477
Return on average common stockholders’ equity 7.1 % 6.2 % 7.6 % 6.4 %
RoTCE 8.0 7.0 8.6 7.2
46
Managing Global Risk—Table of Contents
(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.
These Pillar 3 disclosures are not incorporated by reference into, and do not form any part of, this Form 10-Q.
47
MANAGING GLOBAL RISK As of the third quarter of 2025, average loans for:
For Citi, effective risk management is of primary importance to its overall • Services increased 8% year-over-year, driven by demand in TTS for
operations. Accordingly, Citi’s risk management process has been designed working capital loans as well as export and agency finance.
to monitor, evaluate and manage the principal risks it assumes in conducting • Markets increased 24% year-over-year, driven by asset-backed
its activities. Specifically, the activities that Citi engages in, and the risks financing and commercial warehouse lending in Spread Products as
those activities generate, must be consistent with Citi’s Mission and Value well as higher client activity in Equity Derivatives.
Proposition and the key Leadership Principles that support it, as well as • Banking decreased 8% year-over-year, as average balances declined
Citi’s risk appetite. For more information on managing global risk at Citi, amid lower aggregate demand.
see “Managing Global Risk” in Citi’s 2024 Form 10-K. • Wealth experienced growth in securities-based lending volumes, offset
by transfers of certain relationships and associated mortgage loans to
CREDIT RISK USPB from Wealth and reductions across other lending portfolios.
• USPB increased 5% year-over-year, driven by growth in Retail
Banking, largely due to transfers of certain relationships and associated
For more information on credit risk, including Citi’s credit risk
mortgage loans to USPB from Wealth, as well as growth in Branded
management, measurement and stress testing, and Citi’s consumer and
Cards, driven by higher card spend volume.
corporate credit portfolios, see “Credit Risk” and “Risk Factors” in Citi’s
• All Other decreased 3% year-over-year, driven by the continued wind-
2024 Form 10-K. In addition, see Notes 14 and 15.
downs in Asia Consumer within Legacy Franchises (including the
impact of moving HFS loans to Other assets), offset by growth in
Loans
Mexico Consumer/SBMM lending volumes and the impact of the
The table below details the average loans, by segment and All Other, and the
Mexican peso appreciation.
total Citigroup end-of-period loans for each of the periods indicated:
End-of-period loans increased 7% year-over-year and 1% sequentially
In billions of dollars 3Q25 2Q25 3Q24
(quarter-over-quarter). The year-over-year increase was driven by growth in
Services $ 94 $ 94 $ 87
Markets and Services, as well as growth in Branded Cards and Retail
Markets 147 136 119
Banking in USPB, partially offset by a decline in Banking.
Banking 81 84 88
Wealth 151 149 150
USPB
Branded Cards $ 120 $ 118 $ 115
Retail Services 50 50 51
Retail Banking 50 49 44
Total USPB $ 220 $ 217 $ 210
All Other $ 32 $ 32 $ 33
Total Citigroup loans (AVG) $ 725 $ 712 $ 687
Total Citigroup loans (EOP) $ 734 $ 725 $ 689
48
CORPORATE CREDIT
The following table details Citi’s corporate credit portfolio across Services, Markets, Banking and the Mexico SBMM portion 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 or expiration for the periods
indicated:
Portfolio Mix—Geography and Counterparty or collateral. Internal ratings that generally correspond to BBB and above
Citi’s corporate credit portfolio is diverse across geographies and types of are considered investment grade, while those below are considered non-
counterparties. The following table presents the percentages of this portfolio investment grade.
across North America and the clusters within International based on the The following table presents the corporate credit portfolio by facility
country of risk of the obligor (for additional information on Citi’s risk rating as a percentage of the total corporate credit portfolio:
international exposures, see “Other Risks—Country Risk—Top 25 Country Total exposure
Exposures” below): September 30, June 30, December 31,
September 30, December 31, 2025 2025 2024
2025 June 30, 2025 2024 AAA/AA/A 48 % 49 % 49 %
North America 57 % 56 % 56 % BBB 29 30 30
International 43 44 44 BB/B 21 19 19
Total 100 % 100 % 100 % CCC or below 2 2 2
International by cluster (percentages are based on total Citi) Total 100 % 100 % 100 %
Europe 17 % 17 % 16 %
LATAM 7 7 7 Note: Total exposure includes direct outstandings and unfunded lending commitments.
United Kingdom 6 6 6 In addition to the obligor and facility risk ratings assigned to all
Japan, Asia North and exposures, Citi may classify exposures in the corporate credit portfolio.
Australia (JANA) 6 6 6
These classifications are consistent with Citi’s interpretation of the U.S.
Asia South 4 4 5
banking regulators’ definition of criticized exposures, which may categorize
Middle East and Africa
(MEA) 3 4 4 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
The maintenance of accurate and consistent risk ratings across the qualitative factors, including financial and non-financial disclosures or
corporate credit portfolio facilitates the comparison of credit exposure metrics, idiosyncratic events or changes to the competitive, regulatory or
across all lines of business, geographies and products. Counterparty risk macroeconomic environment.
ratings reflect an estimated probability of default for a counterparty, and Citi believes the corporate credit portfolio to be appropriately rated and
internal risk ratings are derived by leveraging validated statistical models classified as of September 30, 2025. Citi has applied management judgment
and scorecards in combination with consideration of factors specific to the to adjust internal ratings and classifications of exposures as both the
obligor or market, such as management experience, competitive position, macroeconomic environment and obligor-specific factors have changed,
regulatory environment and commodity prices. Facility risk ratings are particularly where additional stress has been observed.
assigned that reflect the probability of default of the obligor and factors that
affect the loss given default of the facility, such as parental support
49
Obligor risk ratings may be downgraded, reflecting the increase in the
probability of default. 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:
Total exposure
September 30, June 30, December 31,
2025 2025 2024
Transportation and
industrials 19 % 20 % 20 %
Technology, media and
telecom 15 12 12
Banks and finance
companies(1) 13 13 12
Real estate 10 11 11
Commercial 8 8 8
Residential 2 3 3
Consumer retail 10 11 11
Power, chemicals,
metals and mining 9 8 9
Energy and
commodities 6 6 6
Healthcare 5 5 5
Public sector 4 4 4
Insurance 3 4 4
Asset managers and
funds 3 3 3
Financial markets
infrastructure 3 2 2
Other industries — 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.
50
The following table details Citi’s corporate credit portfolio by industry as of September 30, 2025:
Non-investment grade Selected metrics
30 days or
more past Net credit Credit
Total credit Investment Non- Criticized Criticized non- due and losses derivative
In millions of dollars exposure(1)(8) Funded(2) Unfunded(3) grade criticized performing performing(4) accruing (recoveries) hedges(5)
Transportation and industrials $ 154,601 $ 58,668 $ 95,933 $ 114,814 $ 33,668 $ 5,676 $ 443 $ 40 $ 8 $ (8,106)
Industrials 73,675 23,450 50,225 50,774 19,254 3,389 258 34 1 (4,287)
Autos(6) 52,163 22,986 29,177 41,971 8,622 1,558 12 4 5 (2,658)
Transportation 28,763 12,232 16,531 22,069 5,792 729 173 2 2 (1,161)
Technology, media and telecom 118,779 33,060 85,719 73,686 40,679 4,026 388 28 2 (7,089)
Banks and finance companies 101,235 68,382 32,853 89,730 10,275 1,135 95 1 153 (605)
Real estate 84,054 60,364 23,690 69,874 9,895 3,313 972 268 11 (905)
Commercial 64,403 42,586 21,817 50,478 9,729 3,224 972 268 11 (905)
Residential 19,651 17,778 1,873 19,396 166 89 — — — —
Consumer retail 84,032 35,950 48,082 58,382 21,423 3,982 245 58 62 (5,530)
Power, chemicals, metals and
mining 69,957 19,090 50,867 48,844 16,274 4,644 195 82 (3) (5,837)
Power 29,169 5,825 23,344 23,120 5,338 640 71 22 — (2,820)
Chemicals 26,745 7,078 19,667 16,419 7,491 2,769 66 59 1 (2,118)
Metals and mining 14,043 6,187 7,856 9,305 3,445 1,235 58 1 (4) (899)
Energy and commodities(7) 44,905 11,889 33,016 36,259 7,719 734 193 3 87 (3,247)
Healthcare 37,564 8,109 29,455 29,593 6,530 1,381 60 24 5 (3,368)
Public sector 30,839 16,172 14,667 27,521 2,753 554 11 15 2 (669)
Insurance 27,792 3,834 23,958 25,329 2,367 96 — 1 — (4,030)
Asset managers and funds 25,808 9,002 16,806 21,277 4,385 146 — 8 — (105)
Financial markets infrastructure 23,706 457 23,249 23,561 145 — — — — (14)
Securities firms 1,277 202 1,075 1,118 158 1 — — — (18)
Other industries 4,001 2,229 1,772 2,793 1,100 88 20 25 (4) (1)
Total $ 808,550 $ 327,408 $ 481,142 $ 622,781 $ 157,371 $ 25,776 $ 2,622 $ 553 $ 323 $ (39,524)
(1) Represents gross credit exposures excluding any purchased credit protection.
(2) Funded excludes loans carried at fair value of $7.9 billion and HFS of $3.0 billion as of September 30, 2025.
(3) Unfunded includes lending-related commitments carried at fair value and HFS as of September 30, 2025.
(4) Includes non-accrual loan exposures and related criticized unfunded exposures.
(5) Represents the amount of purchased credit protection in the form of derivatives to economically hedge funded and unfunded exposures. Of the $39.5 billion of purchased credit protection, $36.8
billion represents the total notional amount of purchased credit derivatives on individual reference entities. The remaining $2.7 billion represents the first loss tranche of portfolios of purchased credit
derivatives with a total notional amount of $20.8 billion, where the protection seller absorbs the first loss on the referenced loan portfolios.
(6) Autos total credit exposure includes securitization financing facilities secured by auto loans and leases, extended mainly to the finance company subsidiaries of global auto manufacturers, bank
subsidiaries and independent auto finance companies, of approximately $19.5 billion ($11.0 billion of which was funded exposure with 100% rated investment grade) as of September 30, 2025.
(7) 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., offshore drilling
entities) included in the table above. As of September 30, 2025, Citi’s total exposure to these energy-related entities was approximately $4.1 billion, of which approximately $1.4 billion consisted of
direct outstanding funded loans.
(8) Includes $0.7 billion and $0.1 billion of funded and unfunded exposure at September 30, 2025, respectively, primarily related to commercial credit card delinquency-managed loans.
Exposure to Commercial Real Estate In addition, as of September 30, 2025, approximately 80% of Citi’s
As of September 30, 2025 and December 31, 2024, Citi’s total credit total CRE exposure was rated investment grade and more than 76% was to
exposure to commercial real estate (CRE) was $74 billion and $65 billion, borrowers in the U.S. (compared to approximately 78% rated investment
including $6 billion of exposure related to office buildings in both periods. grade and more than 75% to borrowers in the U.S. as of December 31,
This total CRE exposure consisted of approximately $65 billion and $56 2024).
billion, respectively, related to corporate clients, included in the real estate As of September 30, 2025, the percentage of the ACLL attributed to the
category in the tables above and below. Total CRE exposure also includes total funded CRE exposure (including Wealth) was approximately 1.6%, and
approximately $9 billion in both periods, related to Wealth clients, not there were $891 million of non-accrual CRE loans. As of December 31,
included in the tables above and below as they are not considered corporate 2024, the percentage of the ACLL attributed to the total funded CRE
exposures. exposure (including Wealth) was approximately 1.6%, and there were $574
million of non-accrual CRE loans.
51
The following table details Citi’s corporate credit portfolio by industry as of December 31, 2024:
(1) Represents gross credit exposures excluding any purchased credit protection.
(2) Funded excludes loans carried at fair value of $7.8 billion and HFS of $3.6 billion as of December 31, 2024.
(3) Unfunded includes lending-related commitments carried at fair value and HFS as of December 31, 2024.
(4) Includes non-accrual loan exposures and related criticized unfunded exposures.
(5) Represents the amount of purchased credit protection in the form of derivatives to economically hedge funded and unfunded exposures. Of the $37.8 billion of purchased credit protection, $34.8
billion represents the total notional amount of purchased credit derivatives on individual reference entities. The remaining $3 billion represents the first loss tranche of portfolios of purchased credit
derivatives with a total notional amount of $22.9 billion, where the protection seller absorbs the first loss on the referenced loan portfolios.
(6) 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 $17.5 billion ($10.5 billion of which was funded exposure with 100% rated investment grade) as of December 31, 2024.
(7) 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., offshore drilling
entities) included in the table above. As of December 31, 2024, Citi’s total exposure to these energy-related entities was approximately $4.4 billion, of which approximately $2.1 billion consisted of
direct outstanding funded loans.
(8) Includes $0.6 billion and $0.1 billion of funded and unfunded exposure at December 31, 2024, respectively, primarily related to commercial credit card delinquency-managed loans.
52
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, 2025, June 30, 2025 and December 31, 2024,
Banking had economic hedges on the corporate credit portfolio of $39.5
billion, $40.1 billion and $37.8 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.
The following is the risk rating distribution of the underlying corporate
credit portfolio exposures in Banking for which credit protection was
purchased:
53
CONSUMER CREDIT
The following section provides information about Citi’s consumer credit portfolio across Wealth, USPB and the consumer portion of All Other—Legacy Franchises.
54
Consumer Credit Trends
Branded Cards—Credit Cards
55
For additional details on provisions for credit losses, loan delinquency
and other information for Citi’s cards portfolios, see USPB’s results of Wealth
operations above and Note 14.
Retail Banking
56
U.S. Cards FICO Distribution
Mexico Consumer 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
Mexico Consumer provides credit cards, consumer mortgages and Retail Services
small business and personal loans. Mexico Consumer serves a mass-market
segment in Mexico and focuses on developing multiproduct relationships FICO September 30, June 30, September 30,
with customers. distribution(1) 2025 2025 2024
As of September 30, 2025, approximately 40% of Mexico Consumer’s ≥ 740 36 % 36 % 34 %
EOP loans consisted of credit card loans, which largely drives the overall
660–739 41 41 42
credit performance of the Mexico Consumer portfolios, as the cards net
< 660 23 23 24
credit losses represented approximately 64% of total Mexico Consumer net
credit losses for the third quarter of 2025. Total 100 % 100 % 100 %
As presented in the chart above, the third quarter of
2025 net credit loss rate in Mexico Consumer increased (1) Excludes immaterial balances for Canada and for customers for which no FICO scores are
quarter-over-quarter, driven by seasonality and the ongoing normalization of available.
loss and delinquency rates from post-pandemic lows, and increased year-
over-year, primarily driven by the ongoing normalization of loss and The FICO distribution of the Branded Cards portfolio was largely
delinquency rates from post-pandemic lows. unchanged quarter-over-quarter and year-over-year. The FICO distribution
The 90+ days past due delinquency rate was broadly stable quarter- of the Retail Services portfolio was unchanged quarter-over-quarter, and
over-quarter, and increased year-over-year, primarily driven by the ongoing improved year-over-year, reflecting improvements in portfolio performance.
normalization of loss and delinquency rates from post-pandemic lows. The FICO distribution continued to reflect the strong underlying credit
quality of the portfolios. See Note 14 for additional information on FICO
For additional details on provisions, loan delinquency and other scores.
information for Citi’s consumer loan portfolios, see the results of operations
for USPB, Wealth and All Other above and Note 14.
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Additional Consumer Credit Details
EOP
loans(1) 90+ days past due(2) 30–89 days past due(2)
In millions of dollars, September 30, September 30, June 30, September 30, September 30, June 30, September 30,
except EOP loan amounts in billions 2025 2025 2025 2024 2025 2025 2024
Wealth delinquency-managed loans(3) $ 104.6 $ 386 $ 452 $ 223 $ 291 $ 263 $ 269
Ratio 0.37 % 0.43 % 0.21 % 0.28 % 0.25 % 0.25 %
Wealth classifiably managed loans(4) 46.8 N/A N/A N/A N/A N/A N/A
USPB(5)(6)
Total $ 221.6 $ 2,599 $ 2,596 $ 2,679 $ 2,527 $ 2,380 $ 2,596
Ratio 1.17 % 1.18 % 1.26 % 1.14 % 1.08 % 1.22 %
Credit cards and personal installment
loans total (d+b) 171.3 2,398 2,401 2,529 2,330 2,162 2,406
Ratio 1.40 % 1.40 % 1.51 % 1.36 % 1.27 % 1.44 %
Credit cards total (a+c) = (d)(6) $ 167.5 $ 2,377 $ 2,380 $ 2,510 $ 2,283 $ 2,112 $ 2,356
Ratio 1.42 % 1.42 % 1.53 % 1.36 % 1.26 % 1.44 %
Branded Cards (a+b) $ 121.2 $ 1,291 $ 1,311 $ 1,266 $ 1,271 $ 1,167 $ 1,224
Ratio 1.07 % 1.09 % 1.09 % 1.05 % 0.97 % 1.06 %
Credit cards (a) 117.4 1,270 1,290 1,247 1,224 1,117 1,174
Ratio 1.08 % 1.11 % 1.11 % 1.04 % 0.96 % 1.05 %
Personal installment loans (b) 3.8 21 21 19 47 50 50
Ratio 0.55 % 0.58 % 0.50 % 1.24 % 1.39 % 1.32 %
Retail Services (c) $ 50.1 $ 1,107 $ 1,090 $ 1,263 $ 1,059 $ 995 $ 1,182
Ratio 2.21 % 2.15 % 2.45 % 2.11 % 1.96 % 2.29 %
Retail Banking(5) $ 50.3 $ 201 $ 195 $ 150 $ 197 $ 218 $ 190
Ratio 0.40 % 0.40 % 0.33 % 0.39 % 0.45 % 0.42 %
All Other
Total $ 25.6 $ 410 $ 391 $ 353 $ 404 $ 372 $ 348
Ratio 1.61 % 1.58 % 1.42 % 1.59 % 1.51 % 1.40 %
Mexico Consumer 21.2 339 315 238 334 304 255
Ratio 1.60 % 1.58 % 1.37 % 1.58 % 1.52 % 1.47 %
Asia Consumer(7) 2.7 15 16 25 18 17 34
Ratio 0.56 % 0.53 % 0.45 % 0.67 % 0.57 % 0.62 %
Legacy Holdings Assets (consumer)(8) 1.7 56 60 90 52 51 59
Ratio 3.73 % 3.53 % 4.50 % 3.47 % 3.00 % 2.95 %
Total Citigroup consumer $ 398.6 $ 3,395 $ 3,439 $ 3,255 $ 3,222 $ 3,015 $ 3,213
Ratio 0.97 % 0.99 % 0.95 % 0.92 % 0.86 % 0.93 %
(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) Excludes EOP classifiably managed Private Bank loans. These loans are not included in the delinquency numerator, denominator and ratios.
(4) 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, 2025, June 30, 2025 and September 30, 2024, 68%, 70% and 72% 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.
(5) 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 $57 million ($0.4 billion), $57 million ($0.5 billion) and $60 million
($0.5 billion) at September 30, 2025, June 30, 2025 and September 30, 2024, 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 $57 million, $61 million and $69 million at September 30, 2025, June 30, 2025 and September 30, 2024, respectively. The EOP loans in the
table include the guaranteed loans.
(6) 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.
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(7) Asia Consumer loan balances and the related delinquencies, reported within All Other—Legacy Franchises, include the three remaining Asia Consumer loan portfolios: Korea, Poland (through the
first quarter of 2025) and Russia until the completion of its consumer loan portfolio wind-down in the second quarter of 2025. During the second quarter of 2025, Citi’s Poland consumer banking
business was classified as HFS as a result of Citi’s agreement to sell the business. Accordingly, the Poland consumer loans are recorded in Other assets on the Consolidated Balance Sheet. As a result,
the Poland consumer loans and related delinquencies are not included in this table for the second or third quarters of 2025. See Note 2.
(8) 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 $58 million ($0.2 billion), $62 million ($0.2 billion) and $68
million ($0.2 billion) at September 30, 2025, June 30, 2025 and September 30, 2024, 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 $33 million, $32 million and $35 million at September 30, 2025, June 30, 2025 and September 30, 2024, respectively. The EOP loans in
the table include the guaranteed loans.
N/A Not applicable
Consumer Loan Net Credit Losses (NCLs) and Ratios
Average loans(1) Net credit losses(2)
In millions of dollars, except average loan amounts in billions 3Q25 3Q25 2Q25 3Q24
Wealth $ 150.9 $ 56 $ 40 $ 27
Ratio 0.15 % 0.11 % 0.07 %
USPB
Total $ 220.3 $ 1,776 $ 1,889 $ 1,864
Ratio 3.20 % 3.49 % 3.53 %
Credit cards and personal installment loans total (d+b) 170.5 1,741 1,856 1,837
Ratio 4.05 % 4.43 % 4.40 %
Credit cards total (a+c) = (d) $ 166.8 $ 1,681 $ 1,799 $ 1,784
Ratio 4.00 % 4.39 % 4.37 %
Branded Cards (a+b) $ 120.2 $ 1,072 $ 1,119 $ 1,047
Ratio 3.54 % 3.80 % 3.63 %
Credit cards (a) 116.5 1,012 1,062 994
Ratio 3.45 % 3.73 % 3.56 %
Personal installment loans (b) 3.7 60 57 53
Ratio 6.43 % 6.18 % 5.70 %
Retail Services (c) $ 50.3 $ 669 $ 737 $ 790
Ratio 5.28 % 5.89 % 6.14 %
Retail Banking $ 49.8 $ 35 $ 33 $ 27
Ratio 0.28 % 0.27 % 0.24 %
All Other—Legacy Franchises (managed basis)(3)
Total $ 25.1 $ 293 $ 251 $ 208
Ratio 4.63 % 4.04 % 3.23 %
Mexico Consumer 20.4 281 250 195
Ratio 5.46 % 5.28 % 4.36 %
Asia Consumer (managed basis)(3)(4) 2.8 15 5 18
Ratio 2.13 % 0.50 % 1.28 %
Legacy Holdings Assets (consumer) 1.9 (3) (4) (5)
Ratio (0.63)% (0.84)% (0.90)%
Reconciling Items(3) (3) 5 (1)
Total Citigroup $ 396.3 $ 2,122 $ 2,185 $ 2,098
Ratio 2.12 % 2.25 % 2.16 %
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ADDITIONAL CONSUMER AND CORPORATE CREDIT DETAILS
Loans Outstanding
3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr.
In millions of dollars 2025 2025 2025 2024 2024
Consumer loans
In North America offices(1)
Residential first mortgages(2) $ 117,799 $ 116,315 $ 114,664 $ 114,593 $ 114,126
Home equity loans(2) 2,916 2,965 3,025 3,141 3,242
Credit cards 167,446 167,291 162,806 171,059 163,699
Personal, small business and other 32,434 32,930 32,591 33,155 33,308
Total $ 320,595 $ 319,501 $ 313,086 $ 321,948 $ 314,375
In offices outside North America(1)
Residential mortgages(2) $ 24,078 $ 24,083 $ 24,326 $ 24,456 $ 25,702
Credit cards 13,754 13,402 12,885 12,927 12,930
Personal, small business and other 39,609 38,257 35,784 33,995 35,474
Total $ 77,441 $ 75,742 $ 72,995 $ 71,378 $ 74,106
Consumer loans, net of unearned income, excluding
portfolio-layer cumulative basis adjustments(3) $ 398,036 $ 395,243 $ 386,081 $ 393,326 $ 388,481
Unallocated portfolio-layer cumulative basis adjustments $ 592 $ 516 $ 231 $ (224) $ 670
Consumer loans, net of unearned income(3) $ 398,628 $ 395,759 $ 386,312 $ 393,102 $ 389,151
Corporate loans
In North America offices(1)
Commercial and industrial $ 59,062 $ 59,382 $ 63,172 $ 57,730 $ 58,403
Financial institutions 65,116 56,727 47,993 41,815 38,796
Mortgage and real estate(2) 17,885 17,887 18,104 18,411 18,353
Installment and other(4) 22,824 25,480 22,225 25,529 23,147
Lease financing 129 185 237 235 233
Total $ 165,016 $ 159,661 $ 151,731 $ 143,720 $ 138,932
In offices outside North America(1)
Commercial and industrial $ 96,624 $ 97,338 $ 96,277 $ 92,856 $ 98,024
Financial institutions 26,694 27,131 27,139 27,276 25,879
Mortgage and real estate(2) 9,746 9,434 8,333 8,136 7,900
Installment and other(4) 32,349 31,776 28,261 25,800 25,693
Lease financing 44 45 39 40 41
Governments and official institutions 4,751 4,151 3,944 3,630 3,237
Total $ 170,208 $ 169,875 $ 163,993 $ 157,738 $ 160,774
Corporate loans, net of unearned income, excluding portfolio-layer
cumulative basis adjustments(5) $ 335,224 $ 329,536 $ 315,724 $ 301,458 $ 299,706
Unallocated portfolio-layer cumulative basis adjustments $ 53 $ 50 $ 20 $ (72) $ 65
Corporate loans, net of unearned income(5) $ 335,277 $ 329,586 $ 315,744 $ 301,386 $ 299,771
Total loans—net of unearned income $ 733,905 $ 725,345 $ 702,056 $ 694,488 $ 688,922
Allowance for credit losses on loans (ACLL) (19,206) (19,123) (18,726) (18,574) (18,356)
Total loans—net of unearned income and ACLL $ 714,699 $ 706,222 $ 683,330 $ 675,914 $ 670,566
ACLL as a percentage of total loans—
net of unearned income(6) 2.65 % 2.67 % 2.70 % 2.71 % 2.70 %
ACLL for consumer loan losses as a percentage of
total consumer loans—net of unearned income(6) 4.07 % 4.07 % 4.14 % 4.08 % 4.05 %
ACLL for corporate loan losses as a percentage of
total corporate loans—net of unearned income(6) 0.92 % 0.94 % 0.89 % 0.87 % 0.89 %
(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 risk-based country view is not material for the purposes of classification
of corporate loans between offices in North America and outside North America.
(2) Loans secured primarily by real estate.
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(3) Consumer loans are net of unearned income of $939 million, $913 million, $893 million, $889 million and $883 million at September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024
and September 30, 2024, 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) Installment and other includes loans to SPEs and TTS commercial cards.
(5) Corporate loans include Mexico SBMM loans and are net of unearned income of $(1.1) billion, $(991) million, $(1.0) billion, $(969) million and $(912) million at September 30, 2025, June 30, 2025,
March 31, 2025, December 31, 2024 and September 30, 2024, 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.
(6) Because loans carried at fair value do not have an ACLL, they are excluded from the ACLL ratio calculation.
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(5) The fourth quarter of 2024 includes a decrease of approximately $103 million related to FX translation.
(6) 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.
(7) September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024 exclude $7.9 billion, $9.3 billion, $8.2 billion, $8.0 billion and $8.1 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.
(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, 2025, the $13.4 billion of ACLL represented approximately 24 months of coincident net credit loss coverage (based on third
quarter of 2025 NCLs). As of September 30, 2025, Branded Cards ACLL as a percentage of EOP loans was 6.5% and Retail Services ACLL as a percentage of EOP loans was 11.5%. As of
December 31, 2024, the $13.6 billion of ACLL represented approximately 22 months of coincident net credit loss coverage (based on fourth quarter of 2024 NCLs). As of December 31, 2024,
Branded Cards ACLL as a percentage of EOP loans was 6.4% and Retail Services ACLL as a percentage of EOP loans was 11.3%.
(3) Includes residential mortgages, retail loans and personal, small business and other loans, including those extended through the Private Bank network.
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(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:
(1) Funded exposure excludes loans carried at fair value of $7.9 billion that are not subject to the ACLL.
(2) As of September 30, 2025, the portion of the ACLL attributed to the total funded CRE exposure (including the Private Bank) was approximately 1.6%.
(3) Includes $0.7 billion of funded exposure at September 30, 2025, primarily related to commercial credit card delinquency-managed loans.
(4) Includes the impact of FX translation on the ACLL that is not allocated to individual industries.
(5) As of September 30, 2025, the ACLL above reflects coverage of 0.4% of funded investment-grade exposure and 2.5% of funded non-investment-grade exposure.
The following table details Citi’s corporate credit ACLL by industry exposure:
(1) Funded exposure excludes loans carried at fair value of $7.8 billion that are not subject to the ACLL.
(2) As of December 31, 2024, the portion of the ACLL attributed to the total funded CRE exposure (including the Private Bank) was approximately 1.6%.
(3) Includes $0.6 billion of funded exposure at December 31, 2024, primarily related to commercial credit card delinquency-managed loans.
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(4) Includes the impact of FX translation on the ACLL that is not allocated to individual industries.
(5) As of December 31, 2024, the ACLL above reflects coverage of 0.4% of funded investment-grade exposure and 2% of funded non-investment-grade exposure.
Non-Accrual Loans and Assets The sequential increase in corporate non-accrual loans at September 30,
For additional information on Citi’s non-accrual loans and assets, see “Non- 2025 was driven by the credit downgrade of a small number of clients. The
Accrual Loans and Assets” in Citi’s 2024 Form 10-K. year-over-year increase in consumer non-accrual loans at September 30,
2025 was driven by consumer mortgages enrolled in forbearance programs
Non-Accrual Loans related to the California wildfires, whose loans were contractually past due
The table below summarizes Citigroup’s non-accrual loans (NAL) as of the at September 30, 2025.
periods indicated. Non-accrual loans may still be current on interest
payments. In situations where Citi reasonably expects that none or 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.
Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30,
In millions of dollars 2025 2025 2025 2024 2024
Corporate non-accrual loans by region(1)(2)(3)
North America $ 1,280 $ 953 $ 822 $ 757 $ 459
International 791 769 554 620 485
Total $ 2,071 $ 1,722 $ 1,376 $ 1,377 $ 944
International NAL by cluster
United Kingdom $ 194 $ 249 $ 52 $ 190 $ 62
Japan, Asia North and Australia (JANA) 19 19 18 22 24
LATAM 432 391 382 301 260
Asia South 24 19 26 17 49
Europe 93 63 51 58 64
Middle East and Africa (MEA) 29 28 25 32 26
Corporate non-accrual loans(1)(2)(3)
Banking $ 820 $ 502 $ 510 $ 498 $ 348
Services 187 134 110 65 96
Markets 926 932 631 715 390
Mexico SBMM 138 154 125 99 110
Total $ 2,071 $ 1,722 $ 1,376 $ 1,377 $ 944
Consumer non-accrual loans(1)
Wealth $ 583 $ 637 $ 415 $ 404 $ 284
USPB 325 329 305 290 292
Mexico Consumer 526 485 416 411 415
Asia Consumer(4) 16 16 20 19 21
Legacy Holdings Assets (consumer) 157 165 172 186 210
Total $ 1,607 $ 1,632 $ 1,328 $ 1,310 $ 1,222
Total non-accrual loans $ 3,678 $ 3,354 $ 2,704 $ 2,687 $ 2,166
(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, with the exception of certain international portfolios. The balances above represent non-accrual loans within Corporate loans and Consumer loans on the Consolidated Balance
Sheet.
(2) Approximately 70%, 61%, 65%, 61% and 64% of Citi’s corporate non-accrual loans remain current on interest and principal payments at September 30, 2025, June 30, 2025, March 31, 2025,
December 31, 2024 and September 30, 2024, respectively.
(3) The September 30, 2025 total corporate non-accrual loans represented 0.62% of total corporate loans.
(4) Asia Consumer includes the three remaining consumer loan portfolios: Korea, Poland (through the first quarter of 2025) and Russia until the completion of its consumer loan portfolio wind-down in
the second quarter of 2025.
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The changes in Citigroup’s non-accrual loans were as follows:
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:
Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30,
In millions of dollars 2025 2025 2025 2024 2024
OREO
North America $ 16 $ 15 $ 10 $ 9 $ 13
International(1) 13 11 11 9 12
Total OREO $ 29 $ 26 $ 21 $ 18 $ 25
Non-accrual assets
Corporate non-accrual loans $ 2,071 $ 1,722 $ 1,376 $ 1,377 $ 944
Consumer non-accrual loans 1,607 1,632 1,328 1,310 1,222
Non-accrual loans (NAL) $ 3,678 $ 3,354 $ 2,704 $ 2,687 $ 2,166
OREO 29 26 21 18 25
Non-accrual assets (NAA) $ 3,707 $ 3,380 $ 2,725 $ 2,705 $ 2,191
NAL as a percentage of total loans 0.50 % 0.46 % 0.39 % 0.39 % 0.31 %
NAA as a percentage of total assets 0.14 0.13 0.11 0.11 0.09
ACLL as a percentage of NAL(2) 522 570 693 691 847
(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).
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LIQUIDITY RISK At an aggregate Citigroup level, Citi’s goal is to maintain sufficient
funding in amount and tenor to fully fund customer assets and to provide an
For additional information on funding and liquidity at Citi, including appropriate amount of cash and high-quality liquid assets (as discussed
objectives and stress testing, see “Liquidity Risk” and “Risk Factors— below), even in times of stress, in order to meet its payment obligations as
Liquidity Risks” in Citi’s 2024 Form 10-K. they come due. The liquidity risk management framework provides that, in
addition to the aggregate requirements, certain entities be self-sufficient or
Overview net providers of liquidity, including in conditions established under their
Adequate and diverse sources of funding and liquidity are essential to Citi’s designated stress tests.
businesses. Funding and liquidity risks arise from several factors, many of Citi’s primary funding sources include (i) corporate and consumer
which are to a large extent outside of Citi’s control, such as disruptions in deposits via Citi’s bank subsidiaries, including Citibank, N.A. (Citibank),
the financial markets, changes in key funding sources, credit spreads, (ii) long-term debt (primarily senior and subordinated debt) mainly issued
changes in Citi’s credit ratings and macroeconomic, geopolitical and other by Citigroup Inc., as the parent, and Citibank, and (iii) stockholders’ equity.
conditions. These sources may be supplemented by short-term borrowings, primarily in
Citi’s funding and liquidity management objectives are aimed at (i) the form of secured funding transactions.
funding its existing asset base, (ii) growing its core businesses, (iii) Citi’s funding and liquidity framework, working in concert with overall
maintaining sufficient liquidity, structured appropriately, so that Citi can asset/liability management, helps ensure that there is sufficient liquidity and
operate under a variety of adverse circumstances, including potential tenor in the overall liability structure (including funding products) of the
Company-specific and/or market liquidity events in varying durations and Company relative to the liquidity requirements of Citi’s assets. This reduces
severity, and (iv) satisfying regulatory requirements, including, but not the risk that liabilities will become due before assets mature or are
limited to, those related to resolution planning. Citigroup’s primary liquidity monetized. The Company holds excess liquidity, primarily in the form of
objectives are established by entity, and in aggregate, across two major high-quality liquid assets (HQLA), as presented in the table below.
categories:
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High-Quality Liquid Assets (HQLA)
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 reallocation 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, the United Kingdom, Mexico and China.
The table above includes average amounts of HQLA held at Citigroup’s Short-Term Liquidity Measurement: Liquidity Coverage Ratio (LCR)
operating entities that are eligible for inclusion in the calculation of In addition to internal 30-day liquidity stress testing performed for Citi’s
Citigroup’s consolidated LCR, pursuant to the U.S. LCR rules. These major entities, operating subsidiaries and countries, Citi also monitors its
amounts include the HQLA needed to meet the minimum requirements at liquidity by reference to the LCR. The table below details the components
these entities as well as any amounts in excess of these minimums that are of Citi’s LCR calculation and HQLA in excess of net outflows for the
available to be transferred to other entities within Citigroup. Citigroup’s periods indicated:
average HQLA increased quarter-over-quarter as of the third quarter of
2025, primarily driven by an increase in average corporate deposits and In billions of dollars Sep. 30, 2025 Jun. 30, 2025 Sep. 30, 2024
long-term debt. HQLA $ 588.4 $ 568.3 $ 551.2
As of September 30, 2025, Citigroup had approximately $1.0 trillion of Net outflows 510.5 494.4 469.6
available liquidity resources to support client and business needs, including LCR 115 % 115 % 117 %
end-of-period HQLA ($588 billion) included in Citi’s LCR calculation; HQLA in excess of net outflows $ 77.9 $ 73.9 $ 81.6
additional unencumbered HQLA, including excess liquidity held at bank
entities that is non-transferable to other entities within Citigroup ($293
billion); and unused borrowing capacity from available assets not already Note: The amounts are presented on an average basis.
accounted for within Citi’s HQLA to support additional advances from the
Federal Home Loan Bank (FHLB) and the Federal Reserve Bank discount As of September 30, 2025, Citigroup’s average LCR was 115%,
window ($159 billion). unchanged from the quarter ended June 30, 2025. The increase in average
HQLA was offset by an increase in net outflows from unsecured and
secured wholesale funding.
In addition, considering Citi’s total available liquidity resources at
quarter end of $1.0 trillion, Citi maintained approximately $530 billion of
excess liquidity resources above the stressed net outflows of approximately
$511 billion, presented in the LCR table above.
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Long-Term Liquidity Measurement: Net Stable Funding Ratio (NSFR) Deposits
The NSFR measures the availability of an institution’s stable funding The table below details the average deposits, by segment and/or business,
against the required stable funding in accordance with U.S. LCR. The ratio and the total Citigroup end-of-period deposits for each of the periods
of available stable funding to required stable funding must be greater than indicated:
100%.
In general, an institution’s available stable funding includes portions of In billions of dollars 3Q25 2Q25 3Q24
equity, deposits and long-term debt, while its required stable funding is Services $ 893 $ 857 $ 825
based on the liquidity characteristics of its assets, derivatives and TTS 744 713 690
commitments. Standardized weightings are required to be applied to the Securities Services 149 144 135
various asset and liability classes. Markets 20 18 19
For the quarter ended September 30, 2025, Citigroup’s consolidated Banking 1 — 1
NSFR was compliant with the 100% minimum requirement of the rule. (For Wealth 315 308 316
additional information, see the Consolidated Citigroup NSFR Disclosure for USPB 90 90 85
the quarterly periods ended June 30, 2025 and March 31, 2025, on Citi’s All Other—Legacy Franchises 40 41 45
Investor Relations website. The Consolidated Citigroup NSFR Disclosure All Other—Corporate/Other 23 29 20
on Citi’s Investor Relations website is not incorporated by reference into, Total Citigroup deposits (AVG) $ 1,382 $ 1,343 $ 1,311
and does not form any part of, this Form 10-Q). Total Citigroup deposits (EOP) $ 1,384 $ 1,358 $ 1,310
69
The majority of Citi’s $1.4 trillion of end-of-period deposits are Long-Term Debt
institutional (approximately $912 billion) and span approximately 90
countries. A large majority of these institutional deposits are within TTS, Long-Term Debt Outstanding
and of these, approximately 80% are from clients that use all three TTS The following table presents Citi’s end-of-period total long-term debt
integrated services: payments and collections, liquidity management and outstanding for each of the dates indicated:
working capital solutions. In addition, approximately 80% of TTS deposits
are from clients that have a longer than 15-year relationship with Citi. Sep. 30, Jun. 30, Sep. 30,
Citi also has a strong consumer and wealth deposit base, with In billions of dollars 2025 2025 2024
approximately $408 billion of Wealth and USPB deposits as of the end of Non-bank(1)
the current quarter, which are diversified across the Private Bank, Citigold Benchmark debt:
and Wealth at Work within Wealth, as well as USPB. Senior debt $ 115.0 $ 116.1 $ 114.0
As of the end of the current quarter, approximately 67% of Wealth’s Subordinated debt 28.7 29.0 27.9
U.S. Citigold clients have been with Citi for more than 10 years and Trust preferred 1.6 1.6 1.6
approximately 40% of Private Bank ultra-high net worth clients have been Customer-related debt(2) 116.4 115.5 108.8
with Citi for more than 10 years. In addition, USPB’s deposits are spread Local country and other(3) 13.6 12.1 10.3
across six key metropolitan areas in the U.S. Total non-bank $ 275.3 $ 274.3 $ 262.6
Bank
FHLB borrowings $ 6.0 $ 6.5 $ 11.5
Securitizations(4) 6.7 7.1 5.4
Citibank benchmark senior debt 23.5 26.0 16.9
Customer-related debt(2) 2.8 2.5 1.3
Local country and other(3) 1.5 1.4 1.4
Total bank $ 40.5 $ 43.5 $ 36.5
Total long-term debt $ 315.8 $ 317.8 $ 299.1
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, 2025, non-bank included $100.7 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) Primarily structured notes, which contain an embedded derivative component that adjusts
each security’s risk-return profile. See Note 24 for the fair value component of these
issuances.
(3) 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.
(4) Predominantly credit card securitizations, primarily backed by Branded Cards
receivables.
70
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:
The table below details Citi’s aggregate long-term debt maturities (including repurchases and redemptions) during the nine months of 2025, as well as its aggregate
expected remaining long-term debt maturities by year as of September 30, 2025:
Maturities
Remaining
In billions of dollars 3Q25 YTD 2025 2026 2027 2028 2029 2030 Thereafter Total
Non-bank
Benchmark debt:
Senior debt $ 19.2 $ 0.6 $ 9.8 $ 7.5 $ 20.4 $ 7.9 $ 10.8 $ 58.0 $ 115.0
Subordinated debt 5.8 — 2.5 3.8 2.0 — — 20.4 28.7
Trust preferred — — — — — — — 1.6 1.6
Customer-related debt 43.2 4.7 19.6 13.3 11.8 9.6 8.7 48.7 116.4
Local country and other 2.2 0.6 2.9 1.8 0.8 1.2 1.5 4.8 13.6
Total non-bank $ 70.4 $ 5.9 $ 34.8 $ 26.4 $ 35.0 $ 18.7 $ 21.0 $ 133.5 $ 275.3
Bank
FHLB borrowings $ 3.5 $ 3.0 $ 3.0 $ — $ — $ — $ — $ — $ 6.0
Securitizations 0.4 — 0.7 1.5 — 0.8 2.2 1.5 6.7
Citibank benchmark senior debt 2.5 — 8.0 6.5 2.5 1.5 3.0 2.0 23.5
Customer-related debt 0.6 — — — — 0.6 1.1 1.1 2.8
Local country and other 0.6 — 0.7 0.5 0.2 — 0.1 — 1.5
Total bank $ 7.6 $ 3.0 $ 12.4 $ 8.5 $ 2.7 $ 2.9 $ 6.4 $ 4.6 $ 40.5
Total long-term debt $ 78.0 $ 8.9 $ 47.2 $ 34.9 $ 37.7 $ 21.6 $ 27.4 $ 138.1 $ 315.8
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Secured Funding Transactions and Short-Term Borrowings Secured funding of $350 billion as of September 30, 2025 increased
Citi supplements its primary sources of funding with short-term financings 26% year-over-year, and increased 1% from the prior quarter, driven by
that generally include (i) secured funding transactions consisting of additional financing to support Markets activities. As of the quarter ended
securities loaned or sold under agreements to repurchase, i.e., repos, and (ii) September 30, 2025, on an average basis, secured funding was $402 billion.
to a lesser extent, short-term borrowings consisting of commercial paper The portion of secured funding in the broker-dealer subsidiaries that funds
issuances and borrowings from the FHLB and other market participants. secured lending is commonly referred to as “matched book” activity and is
primarily secured by high-quality liquid securities such as U.S. Treasury
Secured Funding Transactions securities, U.S. agency securities and foreign government debt securities.
Secured funding is primarily accessed through Citi’s broker-dealer Other “matched book” activity is secured by less liquid securities, including
subsidiaries, with a smaller portion executed through Citi’s bank entities to equity securities, corporate bonds and asset-backed securities, the tenor of
efficiently fund both (i) secured lending activity and (ii) a portion of the which is generally equal to or longer than the tenor of the corresponding
securities inventory held in the context of market making and customer assets. As indicated above, the remaining portion of secured funding is used
activities. Secured funding transactions are predominantly collateralized by to fund securities inventory held in the context of market making and
government debt securities. Generally, changes in the level of Citi’s secured customer activities.
funding are primarily due to fluctuations in secured lending activity in the
matched book (as described below), and changes in securities inventory and Short-Term Borrowings
eligible counterparty balance sheet netting. In order to maintain reliable Citi’s short-term borrowings of $55 billion as of September 30, 2025
funding under a wide range of market conditions, Citi manages risks related increased 32% year-over-year and decreased 1% sequentially. The year-
to its secured funding by establishing secured funding limits and conducting over-year increase was mainly attributable to additional funding raised by
daily stress tests that account for risks related to capacity, tenor, haircut, entities to support client activities. See Note 18 for further information on
collateral type, counterparty and client actions. Citigroup’s and its affiliates’ outstanding short-term borrowings.
72
Credit Ratings
The table below presents the current ratings for Citigroup and Citibank as of
September 30, 2025. While not included in the table below, the current 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, 2025.
73
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 2024 Form 10-
K.
74
Interest Rate Risk of Investment Portfolios—Impact on AOCI AOCI at risk is managed as part of the Company-wide interest rate risk
Citi measures the potential impacts of changes in interest rates on the value position. AOCI at risk considers potential changes in AOCI (and the
of its AOCI, which can in turn impact Citi’s common equity and tangible corresponding impact on the CET1 Capital ratio) relative to Citi’s capital
common equity. This will impact Citi’s CET1 and other regulatory capital generation capacity.
ratios. Citi seeks to manage its exposure to changes in the market level of Citi uses 100 basis point (bps) shocks in each scenario to reflect its net
interest rates, while limiting the potential impact on its AOCI and regulatory interest income sensitivity to unanticipated changes in market interest rates,
capital position. 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 Sep. 30, 2025 Jun. 30, 2025 Sep. 30, 2024
Parallel interest rate shock +100 bps
Interest rate exposure(1)(2)
U.S. dollar $ (252) $ (313) $ (227)
All other currencies 1,529 1,578 1,388
Total net interest income $ 1,277 $ 1,265 $ 1,161
As a percentage of average interest-earning assets 0.05 % 0.05 % 0.05 %
Estimated initial negative impact to AOCI (after-tax)(2) $ (2,381) $ (1,881) $ (1,173)
Estimated initial impact on CET1 Capital ratio (bps) from AOCI scenario(3) (18) (18) (14)
(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 plans.
(3) Excludes the effect of changes in interest rates on AOCI related to cash flow hedges, as those changes are excluded from CET1 Capital.
As presented in the table above, Citi’s balance sheet is asset sensitive Further, at current rate levels Citi also assumes it will be unable to pass on a
(assets reprice faster than liabilities), resulting in higher net interest income larger share of initial rate declines to depositors, increasing Citi’s IRE
in increasing interest rate scenarios. The estimated impact to Citi’s net sensitivity to a 100 bps downward shock. Currency-specific interest rate
interest income in a 100 bps upward and downward rate shock scenario as changes and balance sheet factors may drive quarter-to-quarter volatility in
of September 30, 2025 increased year-over-year, primarily driven by higher Citi’s estimated IRE for a 100 bps upward rate shock.
customer deposits. At progressively higher interest rate levels, the marginal In a 100 bps upward rate shock scenario, Citi expects that the
net interest income benefit is lower, as Citi assumes it will pass on a larger approximate $2.4 billion initial negative impact to AOCI could potentially
share of rate changes to depositors (i.e., higher betas), reducing Citi’s IRE be offset in shareholders’ equity through the forecasted interest income and
sensitivity. paydowns from Citi’s investment portfolio over a period of approximately
13 months.
75
Scenario Analysis
The following table presents the estimated impact to Citi’s net interest
income and AOCI under eight different interest rate scenarios for the U.S.
dollar and all other currencies as of September 30, 2025. The 100 bps and
200 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.
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 $1,529 million consists of the following top five non-U.S. dollar currencies as of September 30, 2025 by absolute size: approximately $(0.2) billion from the euro,
approximately $0.2 billion each from the Japanese yen, British pound sterling and Swiss franc and $0.1 billion from the Indian rupee. 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 plans.
76
Changes in Foreign Exchange Rates—Impacts on AOCI and Capital capital, these movements also change the value of Citi’s RWA denominated
As of September 30, 2025, Citi estimates that a parallel instantaneous 5% in those same currencies. This, coupled with Citi’s foreign currency hedging
appreciation of the U.S. dollar against all of the other currencies in which strategies, such as foreign currency borrowings, foreign currency forwards
Citi has invested capital could reduce Citi’s tangible common equity (TCE) and other currency hedging instruments, lessens the impact of foreign
by approximately $1.8 billion, or 1.0%, as a result of changes to Citi’s CTA currency movements on Citi’s CET1 Capital ratio. Changes in these hedging
in AOCI, net of hedges. This reduction in the TCE would be primarily strategies, as well as hedging costs, divestitures and tax impacts, can further
driven by depreciation of the Mexican peso, euro and Singapore dollar. affect the actual impact of changes in foreign exchange rates on Citi’s
This reduction in the TCE does not reflect any mitigating actions Citi capital compared to an unanticipated parallel shock, as described above.
may take, including ongoing management of its foreign currency translation The effect of Citi’s ongoing management strategies with respect to
exposure. TCE is used as a simplified metric to manage CET1 capital ratio quarterly changes in foreign exchange rates (versus the U.S. dollar), and the
volatility. Specifically, as currency movements change the value of Citi’s net quarterly impact of these changes on Citi’s TCE and CET1 Capital ratio, are
investments in foreign currency-denominated presented in the table below. See Note 19 for additional information on the
changes in AOCI.
(1) FX spot rate change is a weighted average based on Citi’s quarterly average GAAP capital exposure to foreign countries. A negative change in FX spot rate represents foreign currency depreciation
versus the U.S. dollar.
77
Interest Income/Expense and Net Interest Margin (NIM)
(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
$27 million, $28 million and $24 million for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, 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 NIM reflects TEGU. See footnote 1 above.
(4) Citi’s NIM is calculated by dividing net interest income (including TEGU) by average interest-earning assets.
78
Non-Markets Net Interest Income
(1) Interest income and Net interest income include TEGU discussed in the table above.
Citi’s net interest margin was 2.40% on a taxable equivalent basis in the
third quarter of 2025, a decrease from 2.51% in the prior quarter, largely
driven by lower Markets net interest income, asset mix and pricing, partially
offset by a benefit from rates.
79
Additional Interest Rate Details
80
Nine Months—Assets Average balance Interest income % Average rate
Nine
Nine Months Nine Months Months Nine Months Nine Months Nine Months
In millions of dollars, except rates 2025 2024 2025 2024 2025 2024
Deposits with banks(4) $ 303,656 $ 256,298 $ 9,479 $ 8,407 4.17 % 4.38 %
Securities borrowed and purchased under
agreements to resell(5)
In U.S. offices $ 191,926 $ 145,744 $ 11,531 $ 9,739 8.03 % 8.93 %
In offices outside the U.S.(4) 173,124 204,679 8,384 12,587 6.47 8.21
Total $ 365,050 $ 350,423 $ 19,915 $ 22,326 7.29 % 8.51 %
Trading account assets(6)(7)
In U.S. offices $ 276,732 $ 230,632 $ 8,855 $ 8,260 4.28 % 4.78 %
In offices outside the U.S.(4) 212,464 161,021 6,625 4,822 4.17 4.00
Total $ 489,196 $ 391,653 $ 15,480 $ 13,082 4.23 % 4.46 %
Investments
In U.S. offices
Taxable $ 245,849 $ 312,685 $ 4,769 $ 6,162 2.59 % 2.63 %
Exempt from U.S. income tax 10,678 11,217 310 341 3.88 4.06
In offices outside the U.S.(4) 196,438 184,988 7,488 7,871 5.10 5.68
Total $ 452,965 $ 508,890 $ 12,567 $ 14,374 3.71 % 3.77 %
Consumer loans(8)
In U.S. offices $ 315,512 $ 308,135 $ 24,876 $ 24,392 10.54 % 10.57 %
In offices outside the U.S.(4) 75,612 75,587 4,803 5,237 8.49 9.25
Total $ 391,124 $ 383,722 $ 29,679 $ 29,629 10.15 % 10.31 %
Corporate loans(8)
In U.S. offices $ 150,268 $ 136,659 $ 6,594 $ 6,736 5.87 % 6.58 %
In offices outside the U.S.(4) 167,919 161,248 8,866 10,512 7.06 8.71
Total $ 318,187 $ 297,907 $ 15,460 $ 17,248 6.50 % 7.73 %
Total loans(8)
In U.S. offices $ 465,780 $ 444,794 $ 31,470 $ 31,128 9.03 % 9.35 %
In offices outside the U.S.(4) 243,531 236,835 13,669 15,749 7.50 8.88
Total $ 709,311 $ 681,629 $ 45,139 $ 46,877 8.51 % 9.19 %
Other interest-earning assets(9) $ 81,007 $ 74,182 $ 3,716 $ 3,669 6.13 % 6.61 %
Total interest-earning assets $ 2,401,185 $ 2,263,075 $ 106,296 $ 108,735 5.92 % 6.42 %
Non-interest-earning assets(6) $ 216,730 $ 203,227
Total assets $ 2,617,915 $ 2,466,302
(1) Interest income and Net interest income include TEGU of $27 million, $28 million and $24 million for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, and $81
million and $69 million for the nine months ended September 30, 2025 and 2024, 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 Brokerage receivables.
81
Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Income(1)(2)(3)
82
Nine Months—Liabilities Average balance Interest expense % Average rate
Nine
Nine Months Nine Months Months Nine Months Nine Months Nine Months
In millions of dollars, except rates 2025 2024 2025 2024 2025 2024
Deposits
In U.S. offices(4) $ 574,923 $ 570,831 $ 14,763 $ 17,452 3.43 % 4.08 %
In offices outside the U.S.(5) 566,121 545,835 11,523 13,513 2.72 3.31
Total $ 1,141,044 $ 1,116,666 $ 26,286 $ 30,965 3.08 % 3.70 %
Securities loaned and sold under agreements
to repurchase(6)
In U.S. offices $ 289,373 $ 238,392 $ 14,708 $ 13,507 6.80 % 7.57 %
In offices outside the U.S.(5) 109,031 90,063 5,842 7,749 7.16 11.49
Total $ 398,404 $ 328,455 $ 20,550 $ 21,256 6.90 % 8.64 %
Trading account liabilities(7)(8)
In U.S. offices $ 38,429 $ 39,821 $ 1,249 $ 1,317 4.35 % 4.42 %
In offices outside the U.S.(5) 62,615 61,402 1,011 1,100 2.16 2.39
Total $ 101,044 $ 101,223 $ 2,260 $ 2,417 2.99 % 3.19 %
Short-term borrowings and other interest-
bearing liabilities(9)
In U.S. offices $ 94,506 $ 79,155 $ 4,670 $ 5,043 6.61 % 8.51 %
In offices outside the U.S.(5) 44,961 33,556 789 830 2.35 3.30
Total $ 139,467 $ 112,711 $ 5,459 $ 5,873 5.23 % 6.96 %
Long-term debt(10)
In U.S. offices $ 180,023 $ 168,906 $ 7,460 $ 7,651 5.54 % 6.05 %
In offices outside the U.S.(5) 1,698 2,376 73 142 5.75 7.98
Total $ 181,721 $ 171,282 $ 7,533 $ 7,793 5.54 % 6.08 %
Total interest-bearing liabilities $ 1,961,680 $ 1,830,337 $ 62,088 $ 68,304 4.23 % 4.98 %
Non-interest-bearing deposits(11) $ 202,267 $ 199,134
Other non-interest-bearing liabilities(7) 241,178 229,104
Total liabilities $ 2,405,125 $ 2,258,575
Citigroup stockholders’ equity $ 211,946 $ 206,939
Noncontrolling interests 844 788
Total equity $ 212,790 $ 207,727
Total liabilities and stockholders’ equity $ 2,617,915 $ 2,466,302
Net interest income as a percentage of average
interest-earning assets(11)
In U.S. offices $ 1,396,448 $ 1,295,198 $ 22,269 $ 17,709 2.13 % 1.83 %
In offices outside the U.S.(6) 1,004,737 967,877 21,939 22,722 2.92 3.14
Total $ 2,401,185 $ 2,263,075 $ 44,208 $ 40,431 2.46 % 2.39 %
(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.
83
MARKET RISK OF TRADING PORTFOLIOS
Total Citi—Quarter-end and Average Trading VaR and Trading and Credit Portfolio VaR
(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 total Citi trading VaR, inclusive of specific risk:
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.
84
The following table provides the VaR only for Markets, excluding the OTHER RISKS
CVA relating to derivative counterparties, hedges of CVA, fair value option
loans and hedges of the loan portfolio: For additional information regarding other risks, including Citi’s
management of other risks, see “Managing Global Risk—Other Risks” in
Markets VaR Citi’s 2024 Form 10-K.
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Top 25 Country Exposures The country of risk will generally be the same as the country of
The following table presents Citi’s top 25 exposures by country (excluding incorporation of the obligor, except in certain situations, such as where the
the U.S.) as of September 30, 2025. (Citi’s combined top 25 exposures by source of repayment is concentrated in a different country or jurisdiction or
country and the U.S. represent 94% of Citi’s exposure to all countries as of where the obligor is guaranteed by a parent entity incorporated in a different
September 30, 2025.) country or jurisdiction (e.g., a Swiss-incorporated subsidiary that is
Citi’s top 25 exposures by country may fluctuate from period to period guaranteed by a Chinese-incorporated parent would be reflected as China
due to a variety of factors, including client activity, market flows, FX risk).
fluctuations and liquidity management activities undertaken by Citi’s Investment securities and trading account assets are generally
businesses. categorized based on the domicile of the issuer of the security of the
For purposes of the table, amounts are reflected based on the country of underlying reference entity.
risk of the obligor.
Total
Services, Total as a %
Markets, Legacy hedges (on Trading Total Total of Citi
Banking and Franchises Other Net MTM on loans and Investment account as of as of as of
In billions of dollars Wealth loans loans funded(1) Unfunded(2) derivatives/repos(3) CVA) securities(4) assets(5) 3Q25 4Q24 3Q25
Mexico $ 11.1 $ 28.5 $ 0.4 $ 10.8 $ 6.1 $ (1.7) $ 21.5 $ 1.8 $ 78.5 $ 69.4 4.2 %
United Kingdom 24.5 — 1.1 27.3 14.5 (4.5) 8.1 6.9 77.9 75.6 4.2
Singapore 21.3 — 0.2 5.2 1.2 (0.6) 8.9 0.7 36.9 34.4 2.0
Hong Kong 22.0 — 0.1 2.2 1.1 (0.6) 12.0 (0.2) 36.6 36.2 2.0
India 11.4 — 0.4 4.1 1.2 (0.3) 9.6 3.6 30.0 27.7 1.6
Brazil 13.4 — 0.1 2.4 5.3 (0.7) 6.1 2.2 28.8 25.9 1.6
South Korea 9.2 2.7 — 1.7 1.1 (0.5) 6.2 3.9 24.3 22.7 1.3
Canada 5.2 — 0.1 7.1 3.1 (1.4) 3.4 5.8 23.3 21.1 1.3
Luxembourg 9.4 — — 7.2 2.0 (0.5) 4.6 0.4 23.1 16.0 1.2
Japan 2.1 — 0.1 3.3 4.0 (1.1) 6.7 6.6 21.7 12.2 1.2
Germany 3.8 — — 14.6 7.6 (4.3) 6.4 (7.6) 20.5 19.9 1.1
France 3.0 — 0.1 12.6 4.2 (5.0) 2.3 2.8 20.0 26.1 1.1
Netherlands 5.9 0.1 — 12.4 2.1 (1.7) 1.9 (0.8) 19.9 15.0 1.1
Poland 4.3 1.7 — 3.3 0.3 (0.1) 7.8 2.5 19.8 16.4 1.1
Australia 8.3 — — 6.1 1.9 (1.1) 1.0 2.8 19.0 16.7 1.0
China 6.3 — 0.4 1.9 0.5 (0.7) 10.9 (1.2) 18.1 19.0 1.0
Ireland 7.4 — — 6.6 1.9 (0.6) — 0.7 16.0 9.9 0.9
United Arab Emirates 7.2 — 0.1 2.1 0.1 (0.3) 5.9 — 15.1 14.1 0.8
Switzerland 3.8 — 0.2 7.1 2.5 (1.7) — (1.7) 10.2 9.5 0.6
Cayman Islands 3.3 — 0.1 4.0 1.8 (0.1) — 0.5 9.6 7.3 0.5
Spain 3.2 — — 3.3 0.4 (1.2) — 2.5 8.2 6.2 0.4
Belgium 0.4 0.1 — 1.7 0.1 (0.4) 6.1 0.1 8.1 5.5 0.4
Czech Republic 0.8 — — 0.6 4.5 — 1.4 0.1 7.4 4.6 0.4
Virgin Islands (British) 5.4 — — 0.2 0.8 — — — 6.4 3.6 0.3
Italy 1.8 — 0.1 3.1 0.4 (1.1) — 1.9 6.2 2.6 0.3
Total as a % of Citi’s total exposure 31.6 %
Total as a % of Citi’s non-U.S. total exposure 84.2 %
(1) Other funded includes other direct exposures such as loans HFS, other loans in Corporate/Other and investments accounted for under the equity method.
(2) Unfunded commitments include unfunded corporate lending commitments, letters of credit and other contingencies, including clearing house guarantee funds.
(3) Net counterparty exposure includes mark-to-market (MTM) exposures on OTC derivatives, carrying amounts of securities lending/borrowing transactions (repos) and margin loan balances. This
exposure is also net of collateral and inclusive of CVA.
(4) Investment securities include debt securities AFS, recorded at fair market value, and debt securities HTM, recorded at amortized cost.
(5) Trading account assets are represented on a net basis and include issuer risk on both long and short debt and equity securities and derivative exposure.
86
Russia Citi’s remaining operations are primarily conducted through Services
and relate to custody services. Citi continues to monitor the war in Ukraine,
Overview related sanctions and economic conditions and continues to mitigate its
Citi previously ended nearly all of the institutional banking services it Russia exposures and risks as appropriate.
offered in Russia and ceased soliciting any new business or new clients in For additional information about Citi’s risks related to its Russia
the country, with the remaining services only those necessary to fulfill its exposures, see “Risk Factors—Market-Related Risks,” “—Operational
remaining legal and regulatory obligations, as well as support its employees. Risks” and “—Other Risks” in Citi’s 2024 Form 10-K.
During the second quarter of 2025, Citi completed the wind-down of its
All Other—Legacy Franchises consumer loan portfolio in Russia (reported Impact of the Russia–Ukraine War on Citi’s Businesses
as part of Asia Consumer). For additional information, see “Citi’s Wind-
Down of Its Russia Operations” below. 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 and its clients’ Russia-related exposures, excluding associated reserves:
(1) Investment securities include debt securities AFS, recorded at fair market value, primarily local government debt securities.
(2) Cash on deposit and placements are primarily with the Central Bank of Russia. Due to sanctions restrictions, as well as Citi being unable to enter into reverse repos beginning in the third quarter of
2024, any excess liquidity is placed with the Central Bank of Russia.
(3) Represents dividends relating to Russian securities held by Citi in its role as custodian for clients in Russia, which Citi is required by local regulation to hold at the DIA. Citi is unable to remit these
funds, which are held at clients’ risk, to these clients due to restrictions imposed by the Russian government.
(4) Clients’ exposure of $11.7 billion as of September 30, 2025 consists of corporate dividends that Citi cannot remit to its clients due to restrictions imposed by the Russian government and are held with
the DIA.
(5) Citigroup’s CTA loss of $1.6 billion as of September 30, 2025 included in its AOCI related to its indirect subsidiary, AO Citibank, and $1.3 billion of intercompany liabilities owed by AO Citibank to
other Citi entities outside Russia are excluded from the above table. Citi has separately described these amounts in “Deconsolidation Risk” below.
During the third quarter of 2025, Citi’s Russia-related exposures In the normal course of business, Citi may hedge its Russian ruble/U.S.
slightly decreased $0.1 billion to $1.8 billion. Total clients’ exposures dollar spot FX exposure in AOCI through the purchase of FX derivatives.
increased $1.2 billion to $11.7 billion, driven by corporate dividends The ongoing mark-to-market of the hedging derivatives, when utilized, is
received during the quarter, partially offset by depreciation of the Russian also reported in AOCI. When the Russian ruble depreciates against the U.S.
ruble. dollar, the U.S. dollar equivalent value of Citi’s investment in AO Citibank
Citi’s negative net investment was approximately $(0.2) billion as of also declines. This change in value is offset by the change in value of the
September 30, 2025 (largely unchanged from June 30, 2025). Citi continued hedging instrument (FX derivative). Going forward, Citi may record
to be fully reserved for its net investment in Russia. The net investment devaluations on its net ruble-denominated assets in earnings, without the
became negative during the second quarter of 2025, due to an ACL build benefit from a change in the fair value of derivative positions used to
related to transfer risk associated with Russia. economically hedge the exposures.
87
As of September 30, 2025, Citi’s ACL was less than $0.1 billion of In the event Citi deems there is a loss of control of AO Citibank (for
remaining credit reserves for Citi’s direct Russian counterparties (largely example, through expropriation), Citi anticipates that it would be required
unchanged from June 30, 2025). This ACL balance for Citi’s direct Russian to:
counterparties does not include reserves for transfer risk associated with
Russia, which are included in the ACL on Other assets. For additional • recognize a CTA loss of approximately $1.6 billion (unchanged from
information on these reserves, see “Significant Accounting Policies and June 30, 2025) through earnings, which would be largely regulatory
Significant Estimates” below. capital neutral, since the reversal of the CTA loss out of AOCI would
improve Citi’s total AOCI;
Citi’s Wind-Down of Its Russia Operations • recognize a loss of $1.3 billion (unchanged from June 30, 2025) on
In connection with Citi’s wind-down of its Russia operations, Citi has intercompany liabilities owed by AO Citibank to other Citi entities
incurred approximately $85 million to date in charges, largely from outside Russia. This loss may be substantially or fully offset by Citi
restructuring, vendor termination fees and other related charges. Citi expects exercising its rights to consider certain related client liabilities as
to incur additional estimated charges of approximately $15 million (in All extinguished by such an event; and
Other, excluding the impact from any portfolio sales). For additional • write off its fully reserved net investment, resulting in a recovery of
information about Citi’s continued efforts to reduce its operations and $0.2 billion.
exposure in Russia, see “Risk Factors” and “Managing Global Risk—Other
Risks—Country Risk—Russia” in Citi’s 2024 Form 10-K. In the sole event of a substantial liquidation of AO Citibank, as opposed
to a loss of control, Citi would be required to recognize through earnings a
Deconsolidation Risk loss limited to the CTA loss of approximately $1.6 billion, which would be
Citi’s remaining operations in Russia subject it to various risks, including, largely regulatory capital neutral since the reversal of the CTA loss out of
among others, foreign currency volatility, including appreciation or AOCI would improve Citi’s total AOCI. Citi would also evaluate its
devaluation; restrictions arising from retaliatory Russian laws and remaining net investment as circumstances evolve.
regulations on the conduct of its business; sanctions or asset freezes; or For additional information, see “Managing Global Risk—Other Risks
other deconsolidation events (see “Risk Factors—Other Risks” in Citi’s —Country Risk—Russia—Citi as Paying Agent for Russia-related Clients,”
2024 Form 10-K). “—Reputational Risks” and “—Board of Directors’ Role in Overseeing
As of September 30, 2025, Citi continued to consolidate AO Citibank Related Risks” in Citi’s 2024 Form 10-K.
because none of the deconsolidation factors were triggered. Examples of
factors that may result in deconsolidation of AO Citibank include voluntary Ukraine
or forced sale of ownership or loss of control due to actions of relevant Citi has continued to operate in Ukraine throughout the war through its
governmental authorities, including expropriation (i.e., the entity becomes Services, Markets and Banking businesses, serving the local subsidiaries of
subject to the complete control of a government, court, administrator, trustee multinationals, along with local financial institutions and the public sector.
or regulator); revocation of banking license; and loss of ability to elect a Citi employs approximately 215 people in Ukraine and their safety is Citi’s
board of directors or appoint members of senior management. 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, 2025, Citi had $1.7 billion of
direct exposures related to Ukraine (compared to $1.6 billion at June 30,
2025).
88
Argentina Of the $1.4 billion net investment in Argentina as of September 30,
Citi operates in Argentina through its Services, Markets and Banking 2025, Citi’s net ARS exposure (net of the associated reserves) was
businesses. As of September 30, 2025, Citi’s net investment in its Argentine approximately $0.8 billion (compared to $1.0 billion at June 30, 2025). As
operations, inclusive of associated reserves, was approximately $1.4 billion of September 30, 2025, Citi hedged approximately $0.3 billion of its ARS
(compared to $1.5 billion at June 30, 2025). Citi uses Argentina’s official exposure through offshore hedges and was unable to hedge its remaining
market exchange rate to remeasure its net Argentine peso (ARS)– exposure, due to illiquidity in the offshore derivatives market. Given the
denominated assets into U.S. dollars (USD), with the impact of exchange historical capital and currency controls, certain indirect foreign exchange
rate fluctuations recorded directly in earnings. As of September 30, 2025, mechanisms continue to exist that some Argentine entities may use to obtain
the official ARS exchange rate was 1,380, which devalued by 14.5% against USD, often at rates higher than the official exchange rate. To the extent that
the USD during the third quarter of 2025. Citi is unable to hedge its ARS exposure in the future, Citi may incur
The Central Bank of Argentina (BCRA) has generally maintained additional translation losses on its net investment in Argentina.
certain capital and currency controls that have broadly restricted Citi’s For additional information on Citi’s emerging markets risks, including
ability to access USD in Argentina and remit earnings from its Argentine those related to its Argentina exposures, see “Managing Global Risk—Other
operations. Risks—Country Risk—Argentina” and “Risk Factors—Other Risks” in
As previously disclosed, during the second quarter of 2025, Citi Citi’s 2024 Form 10-K.
subscribed to approximately $340 million of par value of the latest series of
certain USD-denominated bonds (BOPREALs) issued by the BCRA, which
provide a mechanism for Argentine companies to pay dividends by selling
the bonds and remitting the proceeds. During the third quarter of 2025, Citi
remitted proceeds of approximately $80 million from its Argentine
operations, and Citi intends to sell additional BOPREALs and remit the
proceeds going forward, thereby reducing its net investment in the country.
The timing and amount of any further remittances will depend on the
liquidity and sales price of the BOPREALs.
89
SIGNIFICANT ACCOUNTING POLICIES AND Citi is required to exercise subjective judgments relating to the
SIGNIFICANT ESTIMATES applicability and functionality of internal valuation models, the significance
of inputs or drivers to the valuation of an instrument and the degree of
This section contains a summary of Citi’s most significant accounting illiquidity and subsequent lack of observability in certain markets. The fair
policies. Note 1 to the Consolidated Financial Statements in Citi’s 2024 value of these instruments is reported on Citi’s Consolidated Balance Sheet
Form 10-K contains a summary of all of Citigroup’s significant accounting with the changes in fair value recognized in either the Consolidated
policies. These policies, as well as estimates made by management, are Statement of Income or in AOCI.
integral to the presentation of Citi’s results of operations and financial Losses on available-for-sale securities whose fair values are less than
condition. While all of these policies require a certain level of management the amortized cost, where Citi intends to sell the security or could more-
judgment and estimates, this section highlights and discusses the significant likely-than-not be required to sell the security prior to recovery, are
accounting policies that require management to make highly difficult, recognized in earnings. Where Citi does not intend to sell the security nor
complex or subjective judgments and estimates at times regarding matters could more-likely-than-not be required to sell the security, any portion of the
that are inherently uncertain and susceptible to change (see also “Risk loss that is attributable to credit is recognized as an allowance for credit
Factors—Operational Risks” in Citi’s 2024 Form 10-K). Management has losses with a corresponding provision for credit losses, and the remainder of
discussed each of these significant accounting policies, the related estimates the unrealized loss is recognized in AOCI. Such credit losses are capped at
and its judgments with the Audit Committee of the Citigroup Board of the difference between the fair value and amortized cost of the security.
Directors. For equity securities carried at cost or under the measurement
alternative, decreases in fair value below the carrying value are recognized
Valuations of Financial Instruments as impairment in the Consolidated Statement of Income. Moreover, for
Citigroup holds debt and equity securities, derivatives, retained interests in certain equity method investments, decreases in fair value are only
securitizations, investments in private equity and other financial recognized in earnings in the Consolidated Statement of Income if such
instruments. A portion of these assets and liabilities is reflected at fair value decreases are judged to be an other-than-temporary impairment (OTTI).
on Citi’s Consolidated Balance Sheet as Trading account assets, Available- Assessing if the fair value impairment is temporary is also inherently
for-sale securities and Trading account liabilities. judgmental.
Citi purchases securities under agreements to resell (reverse repos or The fair value of financial instruments incorporates the effects of Citi’s
resale agreements) and sells securities under agreements to repurchase own credit risk and the market view of counterparty credit risk, the
(repos), a substantial portion of which is carried at fair value. In addition, quantification of which is also complex and judgmental. For additional
certain loans, short-term borrowings, long-term debt and deposits, as well as information on Citi’s fair value analysis, see Notes 6, 23 and 24 in this Form
certain securities borrowed and loaned positions that are collateralized with 10-Q and Note 1 to the Consolidated Financial Statements in Citi’s 2024
cash, are carried at fair value. Citigroup holds its investments, trading assets Form 10-K.
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 2 if the significant inputs are observable or
Level 3 if there are some significant inputs that are not readily observable.
90
Citi’s Allowance for Credit Losses (ACL) information on Citi’s accounting policy on accounting for credit losses
The table below presents Citi’s allowance for credit losses on loans (ACLL) under ASC Topic 326, Financial Instruments—Credit Losses; Current
and total ACL as of September 30, 2025 and December 31, 2024, as well as Expected Credit Losses (CECL), see Note 1 to the Consolidated Financial
builds and releases during 2025. For information on the drivers of Citi’s Statements in Citi’s 2024 Form 10-K.
ACL net build in the third quarter of 2025, see below. For additional
ACL
1Q25 1Q25 2Q25 2Q25 Balance
Balance Dec. build FX/ Balance Mar. build FX/ Balance Jun. 3Q25 build 3Q25 Sep. 30, ACLL/EOP loans
In millions of dollars 31, 2024 (release) Other 31, 2025 (release) Other 30, 2025 (release) FX/Other 2025 Sep. 30, 2025
Services $ 264 $ 24 $ 2 $ 290 $ 53 $ 4 $ 347 $ (4) $ 1 $ 344
Markets 1,030 48 5 1,083 53 7 1,143 (44) — 1,099
Banking 1,167 78 7 1,252 137 21 1,410 38 (3) 1,445
Legacy
Franchises
corporate
(Mexico SBMM
and AFG)(1) 95 4 1 100 16 7 123 (12) 2 113
Total corporate
ACLL $ 2,556 $ 154 $ 15 $ 2,725 $ 259 $ 39 $ 3,023 $ (22) $ — $ 3,001 0.92 %
U.S. cards(2)(3) $ 13,560 $ (169) $ 1 $ 13,392 $ (12) $ 2 $ 13,382 $ 44 $ (1) $ 13,425 8.01 %
Installment
loans(3) 425 (5) (1) 419 7 (1) 425 11 1 437
Retail Banking 144 3 — 147 (1) 1 147 9 (1) 155
Total USPB $ 14,129 $ (171) $ — $ 13,958 $ (6) $ 2 $ 13,954 $ 64 $ (1) $ 14,017
Wealth 529 61 2 592 (64) 7 535 (25) (2) 508
All Other consumer
(4)
—managed basis 1,360 69 22 1,451 54 106 1,611 28 41 1,680
Reconciling
Items(4) — (11) 11 — — — — — — —
Total consumer
ACLL $ 16,018 $ (52) $ 35 $ 16,001 $ (16) $ 115 $ 16,100 $ 67 $ 38 $ 16,205 4.07 %
Total ACLL $ 18,574 $ 102 $ 50 $ 18,726 $ 243 $ 154 $ 19,123 $ 45 $ 38 $ 19,206 2.65 %
Allowance for
credit losses on
unfunded lending
commitments
(ACLUC) $ 1,601 $ 108 $ 11 $ 1,720 $ (19) $ 20 $ 1,721 $ 100 $ (1) $ 1,820
Total ACLL and
ACLUC $ 20,175 $ 210 $ 61 $ 20,446 $ 224 $ 174 $ 20,844 $ 145 $ 37 $ 21,026
Other(5) 2,002 34 300 2,336 388 111 2,835 74 (157) 2,752
Total ACL $ 22,177 $ 244 $ 361 $ 22,782 $ 612 $ 285 $ 23,679 $ 219 $ (120) $ 23,778
(1) Includes Legacy Franchises corporate loans activity related to Mexico SBMM and the Assets Finance Group (AFG), as well as other Legacy Holdings Assets corporate loans.
(2) As of September 30, 2025, in USPB, Branded Cards ACLL/EOP loans was 6.5% and Retail Services ACLL/EOP loans was 11.5%.
(3) See footnote 4 in “U.S. Personal Banking” above for the description of a change in reporting.
(4) 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 Banamex, within
Legacy Franchises. The Reconciling Items are reflected in Citi’s Consolidated Statement of Income. See “All Other—Divestiture-Related Impacts (Reconciling Items)” above.
(5) Includes ACL on Other assets, primarily related to transfer risk associated with exposures outside the U.S. and Held-to-maturity debt securities.
91
Citi’s reserves for expected credit losses on funded loans and for Qualitative Component
unfunded lending commitments, standby letters of credit and financial The qualitative management adjustment component includes risks that are
guarantees are reflected on the Consolidated Balance Sheet in the Allowance not fully captured in the quantitative component. These may include but are
for credit losses on loans (ACLL) and Other liabilities (for Allowance for not limited to portfolio characteristics, idiosyncratic events, factors not
credit losses on unfunded lending commitments (ACLUC)), respectively. In within historical loss data or the economic forecast, uncertainty in the credit
addition, Citi’s reserves for expected credit losses on other financial assets environment and other factors as required by banking supervisory guidance
carried at amortized cost, including held-to-maturity securities, reverse for the ACL. The primary examples of risks that are not fully captured in the
repurchase agreements, securities borrowed, deposits with banks and other quantitative component are the following:
financial receivables, are reflected in Other assets, including transfer risk
associated with exposures outside the U.S. These reserves, together with the • Transfer risk associated with exposures outside the U.S.
ACLL and ACLUC, are referred to as the ACL. Changes in the ACL are • Potential impacts on vulnerable industries and regions due to emerging
reflected in Provision for credit losses in the Consolidated Statement of macroeconomic risks and uncertainties, including those related to a
Income for each reporting period. Citi’s ability to estimate expected credit potential global recession, inflation, interest rates and commodity
losses is based on the ability to forecast economic activity over a reasonable prices.
and supportable (R&S) timeframe. The R&S forecast period is eight
quarters. As of the third quarter of 2025, Citi’s qualitative component of the ACL
The ACL is composed of quantitative and qualitative management increased quarter-over-quarter. The increase was primarily driven by
adjustment components. The quantitative component uses three forward- transfer risk associated with Russia.
looking macroeconomic forecast scenarios—base, upside and downside.
The qualitative management adjustment component includes risks that are Macroeconomic Variables
not fully captured in the quantitative component. Both the quantitative and As further discussed below, Citi considers various global macroeconomic
qualitative components are further discussed below. variables for the base, upside and downside probability-weighted
macroeconomic scenario forecasts it uses to estimate the quantitative
Quantitative Component component of the ACL. The forecasts of the U.S. unemployment rate and
Citi estimates expected credit losses for its quantitative component using (i) U.S. real GDP growth rate represent the key macroeconomic variables that
its comprehensive internal data on loss and default history, (ii) internal most significantly affect its estimate of the ACL.
credit risk ratings, (iii) external credit bureau and rating agencies The tables below present the forecasted quarterly average U.S.
information and (iv) R&S forecasts of macroeconomic conditions. unemployment rate and year-over-year U.S. real GDP growth rate used in
For its consumer and corporate portfolios, Citi’s expected credit losses determining the base macroeconomic forecast for Citi’s ACL at each
are determined primarily by utilizing models that consider the borrowers’ quarterly reporting period from the third quarter of 2024 to the third quarter
probability of default (PD), loss given default (LGD) and exposure at of 2025:
default (EAD). The loss likelihood and severity models used for estimating
expected credit losses are sensitive to changes in macroeconomic variables, Quarterly average
including unemployment rate, real GDP and housing prices, and cover a 8-quarter
wide range of geographic, industry, product and business segments. U.S. unemployment 4Q25 2Q26 4Q26 average(1)
In addition, Citi’s models determine expected credit losses based on
Forecast at 3Q24 4.3 % 3.9 % 4.0 % 4.2 %
portfolio characteristics, including loan delinquencies, changes in portfolio
size, default frequency, risk ratings and loss recovery rates, as well as other Forecast at 4Q24 4.3 4.1 4.1 4.2
credit trends. Forecast at 1Q25 4.3 4.3 4.3 4.3
Forecast at 2Q25 4.6 4.7 4.6 4.6
Forecast at 3Q25 4.5 4.6 4.5 4.4
(1) Represents the average unemployment rate for the rolling, forward-looking eight quarters
in the forecast horizon.
(1) The year-over-year growth rate is the percentage change in the real (inflation adjusted)
GDP level.
92
Under the base macroeconomic forecast as of the third quarter of 2025, 3Q25 Changes in the ACL
U.S. real GDP growth in 2025 is expected to slow from 2024 levels, while As further discussed below, Citi’s ending ACL balance for the third quarter
the U.S. unemployment rate is expected to increase. of 2025 was $23.8 billion, an increase of $0.1 billion from June 30, 2025,
driven by a net ACL build of $0.2 billion, largely offset by a $0.1 billion
Scenario Weighting decrease related to FX translation on the ACL. The net ACL build of $0.2
Citi’s ACL is estimated using three probability-weighted macroeconomic billion in the quarter was driven by higher volume, changes in portfolio
scenarios—base, upside and downside. The macroeconomic scenario composition and transfer risk associated with Russia, partially offset by
weights are estimated using a statistical model, which, among other factors, changes in the macroeconomic outlook. Citi believes its analysis of the ACL
takes into consideration (i) key macroeconomic drivers of the ACL, (ii) the reflects the forward view of the economic environment as of September 30,
severity of the scenario and (iii) other sources of macroeconomic 2025. See Note 15 for additional information.
uncertainties and risks. Citi evaluates scenario weights on a quarterly basis.
Citi’s downside scenario incorporates more adverse macroeconomic Consumer Allowance for Credit Losses on Loans
assumptions than the weighted scenario assumptions or the base scenario. Citi’s consumer ACLL is primarily driven by U.S. cards (Branded Cards and
For example, compared to the base scenario, Citi’s downside scenario Retail Services) in USPB. Citi’s total consumer ACLL net build was $0.1
reflects a recession, including an elevated average U.S. unemployment rate billion in the third quarter of 2025, driven by changes in portfolio
of 6.9% over the eight-quarter R&S period, with a peak difference of 3.6% composition and higher volume in USPB, largely offset by changes in the
in the first quarter of 2027. The weighted-average U.S. unemployment rate macroeconomic outlook in USPB. This resulted in a September 30, 2025
that considers all three probability-weighted scenarios is 5.2%. The ACLL balance of $16.2 billion, or 4.07% of total funded consumer loans.
downside scenario also reflects a year-over-year U.S. real GDP contraction For U.S. cards, the level of reserves relative to total funded loans
in 2026 of 2.2%, with a peak quarter-over-quarter difference to the base increased slightly to 8.01% at September 30, 2025, compared to 8.00% at
scenario of 1.1%. June 30, 2025. For the remaining consumer exposures, the level of reserves
Citi’s ACL is sensitive to the various macroeconomic scenarios that relative to total funded loans was 1.20% at September 30, 2025, compared
drive the quantitative component of expected credit losses. Citi’s downside to 1.19% at June 30, 2025.
scenario incorporates more adverse macroeconomic assumptions than the
weighted scenario assumptions. To demonstrate this sensitivity, if Citi Corporate Allowance for Credit Losses on Loans
applied 100% weight to the downside scenario as of September 30, 2025 to Citi had a corporate ACLL net release of less than $0.1 billion in the third
reflect the most severe economic deterioration forecast in the quarter of 2025, driven by a release from a charge-off in Spread Products in
macroeconomic scenarios, there would have been a hypothetical Markets. This resulted in a September 30, 2025 ACLL balance of $3.0
incremental increase in the ACL of approximately $5.1 billion related to billion, or 0.92% of total funded corporate loans.
lending exposures, except for loans individually evaluated for credit losses
and other financial assets carried at amortized cost. ACLUC
This analysis does not incorporate any impacts or changes to the Citi’s ACLUC reserve balance in the third quarter of 2025, included in
qualitative component of the ACL, which could change the outcome of the Other liabilities, was $1.8 billion at September 30, 2025, compared to $1.7
sensitivity analysis based on historical experience and current conditions at billion at June 30, 2025. The increase was primarily driven by exposure
the time of the assessment. Given the uncertainty inherent in growth.
macroeconomic forecasting, Citi continues to believe that its ACL estimate
based on a three probability-weighted macroeconomic scenario approach ACL on Other Financial Assets
combined with the qualitative component remains appropriate as of Citi had an ACL build of $0.1 billion on other financial assets carried at
September 30, 2025. amortized cost for the third quarter of 2025, driven by transfer risk
associated with Russia. Including FX/Other, the ACL reserve balance
decreased by less than $0.1 billion to $2.8 billion at September 30, 2025
from June 30, 2025. See Note 15 for additional information.
93
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.
Citi performed its annual 2024 goodwill impairment test, which
resulted in no impairment of any of Citi’s consolidated reporting units’
goodwill. For each of the Company’s reporting units, fair value exceeded
carrying value by at least 10% as of the fourth quarter of 2024. No
additional triggering events were identified and no goodwill was impaired
during 2024 and through the second quarter of 2025.
Citi performed an interim goodwill impairment test during the third
quarter of 2025, in connection with the agreed-upon bid received for
Banamex. The test resulted in an impairment of $726 million ($714 million
after-tax) to the Mexico Consumer/SBMM reporting unit within All Other—
Legacy Franchises. The remaining goodwill within All Other—Legacy
Franchises is attributable to the Mexico Consumer/SBMM reporting unit,
which was not deemed to be impaired. No other events or circumstances
were identified to indicate that the fair values of Citi’s other reporting units
were more-likely-than-not reduced below their respective carrying amounts,
and no further impairment was recognized as of September 30, 2025.
Reporting units used for goodwill assessment at the Citigroup
consolidated level may differ from the reporting units of its subsidiaries.
Unanticipated declines in business performance, increases in credit
losses, increases in capital requirements and adverse regulatory or
legislative changes, and deterioration in economic or market conditions, as
well as circumstances related to Citi’s strategic refresh, are factors that
could result in a material impairment loss to earnings in a future period
related to some portion of the associated goodwill. See Note 16 for
additional information on goodwill, including the changes in the goodwill
balance in the quarter and the segments’ and All Other’s goodwill balances
as of September 30, 2025.
Litigation Accruals
See the discussion in Note 27 for Citi’s policies on establishing accruals for
litigation and regulatory contingencies.
94
INCOME TAXES DTA Realizability
Citi believes that the net DTAs of $29.6 billion at September 30, 2025 are
Effective Tax Rate more-likely-than-not to be realized, based on management’s expectations of
future taxable income generation in the jurisdictions in which the DTAs
Three Months Ended Nine Months Ended arise, as well as consideration of available tax planning strategies (as
September 30, September 30, defined in ASC Topic 740, Income Taxes).
In millions of dollars, except
effective tax rate 2025 2024 2025 2024
Income from continuing
operations before income
tax expense $ 5,350 $ 4,390 $ 16,017 $ 13,244
Provision for income taxes 1,559 1,116 4,085 3,299
Effective tax rate 29 % 25 % 26 % 25 %
Citi’s effective tax rate was 29% in the third quarter of 2025, compared to
25% in the third quarter of 2024, which included the impact of divestitures.
The increase period-over-period was driven by the limited tax benefit of the
goodwill impairment within All Other—Legacy Franchises.
95
DISCLOSURE CONTROLS AND PROCEDURES DISCLOSURE PURSUANT TO SECTION 219 OF THE
IRAN THREAT REDUCTION AND SYRIA HUMAN
Citi’s disclosure controls and procedures are designed to ensure that RIGHTS ACT
information required to be disclosed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within Pursuant to Section 219 of the Iran Threat Reduction and Syria Human
the time periods specified in the SEC’s rules and forms, including without Rights Act of 2012 (Section 219), which added Section 13(r) to the
limitation that information required to be disclosed by Citi in its SEC filings Securities Exchange Act of 1934, as amended, Citi is required to disclose in
is accumulated and communicated to management, including the Chief its annual or quarterly reports, as applicable, whether it or any of its
Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, affiliates knowingly engaged in certain activities, transactions or dealings
to allow for timely decisions regarding required disclosure. relating to Iran or with certain individuals or entities that are the subject of
Citi’s Disclosure Committee assists the CEO and CFO in their sanctions under U.S. law. Disclosure may be required even where the
responsibilities to design, establish, maintain and evaluate the effectiveness activities, transactions or dealings were conducted in compliance with
of Citi’s disclosure controls and procedures. The Disclosure Committee is applicable law. To the extent that transactions or dealings for its clients are
responsible for, among other things, the oversight, maintenance and permitted by U.S. law, Citi may continue to engage in such activities.
implementation of the disclosure controls and procedures, subject to the During the first quarter of 2025, Citigroup identified one transaction
supervision and oversight of the CEO and CFO. that was reportable pursuant to Section 219. Citi did not identify any
Citi’s management, with the participation of its CEO and CFO, has reportable activities, transactions or dealings pursuant to Section 219 for the
evaluated the effectiveness of Citigroup’s disclosure controls and procedures second quarter of 2025.
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as During the third quarter of 2025, Citigroup identified three transactions
of September 30, 2025. Based on that evaluation, the CEO and CFO have pursuant to Section 219. On July 28, 2025, Citibank Europe plc processed a
concluded that at that date Citigroup’s disclosure controls and procedures payment from a client to the Iranian Embassy in Norway for mailing a
were effective. passport. The total value of the transaction was EUR 30 (approximately
USD 35.27). This transaction was permissible under the travel exemption of
the Iranian Transactions and Sanctions Regulations. Citi did not realize any
fees for the processing of this transaction. On August 26, 2025, Citibank,
N.A. processed a payment destined for a U.S.–based law firm for legal
services provided to a person designated under Executive Order 13224. The
total value of the payment was USD 2,000,000 and the transaction was
authorized pursuant to a general license issued by the U.S. Department of
the Treasury’s Office of Foreign Assets Control (OFAC). Citi did not realize
any fees for the processing of this transaction. On September 30, 2025,
Citibank, N.A. processed a transaction between the Central Bank of Iran
(the CBI) and an international organization. The CBI sent funds in Japanese
yen through Citibank, N.A., Tokyo Branch, which were then converted to
U.S. dollars and transferred to the international organization’s U.S. dollar
account at Citibank, N.A., New York Branch. The total value of the
transaction was USD 15,066,150.79. The transaction represented a payment
for the Government of Iran’s membership dues to the international
organization and was processed pursuant to general licenses issued by
OFAC. Citibank realized approximately USD 11,864.96 for incoming and
outgoing payments fees and a foreign exchange transaction fee.
96
FORWARD-LOOKING STATEMENTS impact related to Citi’s remaining divestitures; Citi’s effectiveness in
planning, managing and calculating its level of regulatory capital and
Certain statements in this Form 10-Q, including but not limited to risk-weighted assets under both the Advanced Approaches and the
statements included within Management’s Discussion and Analysis of Standardized Approach and Supplementary Leverage ratio; Citi’s
Financial Condition and Results of Operations, are “forward-looking implementation and maintenance of an effective capital planning
statements” within the meaning of the Private Securities Litigation Reform process and management framework; forecasts of macroeconomic
Act of 1995. In addition, Citigroup may make forward-looking statements in conditions; and Citi’s DTA utilization;
its other documents filed or furnished with the SEC, and its management • the ongoing regulatory and legislative uncertainties and changes faced
may make forward-looking statements orally to analysts, investors, by financial institutions, including Citi, in the U.S. and globally, such as
representatives of the media and others. potential changes to various aspects of the U.S. regulatory capital
Generally, forward-looking statements are not based on historical facts framework and requirements applicable to Citi; potential fiscal,
but instead represent Citigroup’s and its management’s beliefs regarding monetary, tax, sanctions, human capital and other changes from the
future events. Such statements may be identified by words such as believe, U.S. federal government and other governments; and the potential
expect, anticipate, intend, estimate, may increase, may fluctuate, target, impact these uncertainties and changes could have on Citi’s competitive
outlook, guidance and illustrative, and similar expressions or future or position, businesses, revenues, results of operations and financial
conditional verbs such as will, should, would and could. condition and compliance risks and costs;
Such statements are based on management’s current expectations and • Citi’s ability to achieve its objectives, including those related to
are subject to risks, uncertainties and changes in circumstances. Actual revenue, net interest income, expense and capital expectations, from its
results of operations and financial conditions, including capital and liquidity, simplification, transformation and enhanced business performance
may differ materially from those included in these statements due to a priorities, including the divestiture of Banamex, as well as its planned
variety of factors, including without limitation (i) the precautionary IPO, which involve significant complexities, execution challenges and
statements included within the “Executive Summary,” “Citi’s Multiyear uncertainties, may not be as productive or effective as Citi expects or at
Transformation” and each business’s discussion and analysis of its results of all, and/or may result in higher-than-expected expenses or lower
operations above, as well as those included within Citi’s Second Quarter of expense savings or revenue growth than expected, litigation and
2025 Form 10-Q, Citi’s First Quarter of 2025 Form 10-Q, Citi’s 2024 Form regulatory scrutiny, CTA and other losses or other negative financial or
10-K and Citi’s other SEC filings; (ii) the factors described under “Risk strategic impacts, which could be material, and depend, in part, on
Factors” in Citi’s 2024 Form 10-K; and (iii) the risks and uncertainties factors that Citi cannot control or be able to mitigate, including, among
summarized below: others, macroeconomic challenges and uncertainties, customer, client
and competitor actions, regulatory requirements or changes and
• the potential impact to Citi from macroeconomic and geopolitical heightened regulatory and supervisory expectations and scrutiny;
tensions, conflicts and other challenges, uncertainties and volatility, • the potential impact to Citi from climate change due to both physical
including, among others, government shutdowns; U.S. trade and tariff risks and transition risks;
policies and resulting retaliatory actions; increases in unemployment • Citi’s ability to utilize its DTAs and thus reduce the negative impact of
rates, slowing economic growth or recessions in the U.S. and the DTAs on Citi’s regulatory capital, including as a result of its ability
elsewhere; deterioration in consumer and corporate confidence; to generate U.S. taxable income in the relevant reversal periods;
elevated inflation; government fiscal and monetary actions or expected • the potential impact to Citi if its interpretation or application of the
actions, including changes in interest rate policy or other monetary complex income-based and non- income-based (such as withholding,
policies; volatility or disruptions in financial markets; the Russia– stamp, service and other non-income taxes) tax laws to which it is
Ukraine war and Middle East and other conflicts; and economic and subject in the U.S. and in non-U.S. jurisdictions differs from those of
geopolitical challenges related to China; the relevant governmental taxing authorities, including as a result of
• the potential impact on Citi’s ability to return capital to common litigation or examinations regarding non- income-based tax matters, and
shareholders, whether through its stock repurchase program or common the resulting payment of additional taxes, penalties or interest, the
stock dividend, consistent with its capital planning efforts and targets, reduction of certain tax benefits or the requirement to make adjustments
due to, among other things, regulatory capital requirements, including to amounts recorded;
annual recalibration of the Stress Capital Buffer, recalibration of the • the potential impact from a deterioration in or failure to maintain Citi’s
GSIB surcharge and supervisory expectations and assessments, co-branding or private label credit card relationships;
including any negative findings regarding absolute capital levels or • Citi’s ability to address shortcomings or deficiencies or guidance
other aspects of Citi’s operations; changes in regulatory capital rules, provided by the FRB or FDIC on its resolution plan submissions;
requirements or interpretations; Citi’s results of operations and financial
condition, including the capital
97
• the potential impact on Citi’s performance and the performance of its technologies; and operational risks and costs from compliance with new
individual businesses, including its competitive position and ability to or changing laws, regulations or industry standards relating to AI;
effectively manage its businesses, and its ability to effectively execute • the potential impact of changes or errors in accounting assumptions,
its simplification, transformation and enhanced business performance judgments or estimates, or the application of certain accounting
priorities, if Citi is unable to hire and retain qualified employees; principles, related to the preparation of Citi’s financial statements,
• Citi’s ability to compete effectively in the U.S. and globally with both including the estimate of Citi’s ACL, which is subject to judgments and
financial and non-financial services firms; depends on its CECL models and assumptions, forecasted
• the potential impact to Citi from a prior or future failure or disruption of macroeconomic conditions, which can be more challenging to forecast
its operational processes or systems, including as a result of, among during times of significant market volatility and uncertainty, and
other things, operational or execution failures or deficiencies by third characteristics of Citi’s loan portfolios and other applicable financial
parties, including third parties that provide products or services to Citi assets; reserves related to litigation, regulatory and tax matters;
or other market participants or those that otherwise have an ongoing valuation of DTAs; the fair values of certain assets and liabilities and
partnership or business relationship with Citi; deficiencies in processes the assessment of goodwill and other assets for impairment; and the
or controls; inadequate management of data governance practices, data financial impact from reclassification of any CTA component of AOCI
controls and monitoring mechanisms that may adversely impact internal into Citi’s earnings due to a sale, substantial liquidation, expropriation
or external reporting and decision-making; cyber or information or other deconsolidation event, such as those related to Citi’s remaining
security incidents; human error, such as manual transaction processing consumer banking divestitures or other legacy businesses;
errors, which can be exacerbated by staffing challenges and processing • the impact of changes to financial accounting and reporting standards or
backlogs; fraud or malice on the part of employees or third parties; interpretations of how Citi records and reports its financial condition
insufficient (or limited) straight-through processing between legacy or and results of operations;
bespoke systems and any failure to design and effectively operate • the potential impact to Citi’s results of operations and/or regulatory
controls that mitigate operational risks associated with those legacy or capital and capital ratios if Citi’s risk management and other processes,
bespoke systems, leading to potential risk of errors and operating strategies or models are deficient or ineffective;
losses; accidental system or technological failure; electrical or • the potential impact of credit risk and concentrations of risk on Citi’s
telecommunication outages; failure of or cyber incidents involving results of operations, including due to higher-than-expected defaults by
computer servers or infrastructure, including software updates and or a significant downgrade in credit ratings of consumer, corporate or
cloud services; and other similar losses or damage to Citi’s property or public sector borrowers or other counterparties in the U.S. or in various
assets; countries and jurisdictions globally, such as from indemnification
• the increasing risk to Citi’s and third parties’ computer systems, obligations in connection with various transactions, including hedging
software and networks from ongoing, continually evolving, or reinsurance arrangements related to those obligations, or Citi’s
sophisticated cybersecurity incidents that could result in, among other inability to liquidate or realize the fair value of its collateral, which
things, the theft, loss, non-availability, misuse or disclosure of personal, risks can be heightened for vulnerable sectors, industries or countries
confidential or proprietary Citi, client, customer or employee impacted by macroeconomic, geopolitical, market and other challenges,
information or assets and a disruption of computer, software or network uncertainties and volatilities;
systems; and the potential impact from such risks, including • the potential impact on Citi’s liquidity, sources of funding and costs of
reputational damage, loss of revenues, deposit outflows, additional funding if it does not effectively manage its liquidity whether due to
costs (including repair, replacement, remediation and other costs), factors it cannot control or otherwise;
exposure to litigation and regulatory action and other financial losses; • the impact of a credit ratings downgrade of Citi or certain of its
• risks to Citi from the development and use of AI, including unintended subsidiaries or issuing entities, or from negative actions on U.S.
consequences from ineffective, inadequate or faulty Generative AI sovereign ratings, on Citi’s funding and liquidity as well as on the
development or deployment by Citi or third parties, such as AI results of operations of certain of its businesses;
algorithms that produce inaccurate or incomplete output or output based • the potential impact to Citi of regulatory and supervisory expectations
on biased, incomplete and/or inaccurate datasets; increased fraud risk, and scrutiny in the U.S. and globally and ongoing interpretation and
including identity theft and bypassing of verification controls, from the implementation of regulatory and legislative requirements and changes,
use of increasingly sophisticated AI technologies by malicious actors; with respect to, among other things, governance, infrastructure, data,
competition risks if competitors are more timely and successful in risk management practices and controls, customer and client protection,
developing and deploying AI market practices, anti-money laundering,
98
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 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 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; and
• the various risks faced by Citi as a result of its presence in the emerging
markets, including, among others, those resulting from the impact of
policies and actions from the U.S. administration; limitations or
unavailability of hedges on foreign investments; foreign currency
volatility and devaluations; central bank interest rate and other
monetary policies; unemployment, recessions or weak or slowing
economic growth; elevated inflation and hyperinflation; foreign
exchange controls; macroeconomic, geopolitical and domestic political
challenges, uncertainties and volatility; cyberattacks; restrictions arising
from retaliatory laws and regulations; sanctions or asset freezes;
sovereign debt volatility; fluctuations in commodity prices; regulatory
changes, including potential conflicts among regulations with other
jurisdictions where Citi does business; limitations on foreign
investment; sociopolitical instability; nationalization or loss of licenses;
closure of branches or subsidiaries; any substantial liquidation,
expropriation or other deconsolidation event related to Citi’s remaining
consumer banking divestitures or other legacy businesses; and the need
to record CTA and other losses, as well as additional reserves for
expected losses for credit exposures based on transfer risk.
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100
FINANCIAL STATEMENTS AND NOTES—TABLE OF CONTENTS
101
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Citigroup Inc. and Subsidiaries
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars, except per share amounts 2025 2024 2025 2024
Revenues(1)
Interest income $ 36,690 $ 36,456 $ 106,215 $ 108,666
Interest expense 21,750 23,094 62,088 68,304
Net interest income $ 14,940 $ 13,362 $ 44,127 $ 40,362
Commissions and fees(1) $ 2,888 $ 2,589 $ 8,340 $ 7,780
Principal transactions(2) 2,772 2,835 8,785 8,656
Administration and other fiduciary fees 1,117 1,059 3,285 3,142
Realized gains on sales of investments, net 105 72 364 210
Net impairment losses on investments recognized in earnings (25) (41) (118) (92)
Other revenue(2) 293 333 571 1,199
Total non-interest revenues $ 7,150 $ 6,847 $ 21,227 $ 20,895
Total revenues, net of interest expense(1) $ 22,090 $ 20,209 $ 65,354 $ 61,257
Provisions for credit losses and for benefits and claims
Provision for credit losses on loans $ 2,259 $ 2,382 $ 7,297 $ 7,163
Provision (release) for credit losses on HTM debt securities (5) 50 (3) 55
Provision for credit losses on other assets 79 110 499 226
Policyholder benefits and claims 17 28 63 73
Provision (release) for credit losses on unfunded lending commitments 100 105 189 (1)
Total provisions for credit losses and for benefits and claims $ 2,450 $ 2,675 $ 8,045 $ 7,516
Operating expenses(1)
Compensation and benefits $ 7,474 $ 7,058 $ 22,571 $ 21,619
Technology/communication 2,325 2,273 6,994 6,757
Transactional and product servicing(3) 1,110 1,103 3,396 3,336
Premises and equipment 607 606 1,796 1,788
Professional services 514 491 1,500 1,366
Advertising and marketing 260 282 779 790
Restructuring (5) 9 (10) 270
Other operating(1)(3) 2,005 1,322 4,266 4,571
Total operating expenses $ 14,290 $ 13,144 $ 41,292 $ 40,497
Income from continuing operations before income taxes $ 5,350 $ 4,390 $ 16,017 $ 13,244
Provision for income taxes 1,559 1,116 4,085 3,299
Income from continuing operations $ 3,791 $ 3,274 $ 11,932 $ 9,945
Discontinued operations
Income (loss) from discontinued operations $ (1) $ (1) $ (2) $ (2)
Benefit for income taxes — — — —
Income (loss) from discontinued operations, net of taxes $ (1) $ (1) $ (2) $ (2)
Net income before attribution to noncontrolling interests $ 3,790 $ 3,273 $ 11,930 $ 9,943
Noncontrolling interests 38 35 95 117
Citigroup’s net income $ 3,752 $ 3,238 $ 11,835 $ 9,826
102
Basic earnings per share(4)
Income from continuing operations $ 1.89 $ 1.53 $ 5.87 $ 4.67
Income from discontinued operations, net of taxes — — — —
Net income $ 1.89 $ 1.53 $ 5.87 $ 4.67
Weighted-average common shares outstanding (in millions) 1,820.3 1,899.9 1,851.7 1,906.0
Diluted earnings per share(4)
Income from continuing operations $ 1.86 $ 1.51 $ 5.78 $ 4.61
Income (loss) from discontinued operations, net of taxes — — — —
Net income $ 1.86 $ 1.51 $ 5.78 $ 4.61
Adjusted weighted-average diluted common shares outstanding
(in millions) 1,862.6 1,940.3 1,891.8 1,943.1
(1) Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, which were previously presented within Other operating expenses, are presented as
contra-revenue within Commissions and fees reported in Non-interest revenue. Prior periods were conformed to reflect this change in presentation.
(2) Effective July 1, 2025, gains and losses on certain economic and qualifying hedging derivatives and foreign currency transaction gains and losses related to non-U.S. dollar debt and certain foreign
operations in countries with highly inflationary economies with the U.S. dollar as their functional currency, which were previously presented within Other revenue, are presented within Principal
transactions. Prior periods were conformed to reflect this change in presentation.
(3) Effective July 1, 2025, certain expenses incurred in ongoing support of products and services that are predominantly variable costs, which were previously presented within Other operating expenses
and Transactional and tax charges, are aggregated and presented within a new expenses category, Transactional and product servicing (see “Glossary” below for definition). Moreover, certain non-
income tax charges incurred, which were previously presented within Transactional and tax charges and do not align with the redefined Transactional and product servicing, are presented within
Other operating. Prior periods were conformed to reflect this change in presentation.
(4) 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 Unaudited Consolidated Financial Statements.
The Notes to the Consolidated Financial Statements are an integral part of these Unaudited Consolidated Financial Statements.
103
CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries
September 30,
2025 December 31,
In millions of dollars (Unaudited) 2024
Assets
Cash and due from banks (including segregated cash and other deposits) $ 23,545 $ 22,782
Deposits with banks, net of allowance 324,515 253,750
Securities borrowed and purchased under agreements to resell (including $164,778 and $140,855 as of September 30, 2025 and
December 31, 2024, respectively, at fair value), net of allowance 321,347 274,062
Brokerage receivables, net of allowance 75,992 50,841
Trading account assets (including $245,069 and $193,291 pledged to creditors as of September 30, 2025 and December 31,
2024, respectively) 562,254 442,747
Investments:
Available-for-sale debt securities (including $8,563 and $5,389 pledged to creditors as of September 30, 2025 and
December 31, 2024, respectively) 246,227 226,876
Held-to-maturity debt securities, net of allowance (fair value of which is $185,346 and $224,410 as of September 30, 2025
and December 31, 2024, respectively) (includes $74 and $0 pledged to creditors as of September 30, 2025 and
December 31, 2024, respectively) 197,092 242,382
Equity securities (including $684 and $578 as of September 30, 2025 and December 31, 2024, respectively, at fair value) 7,413 7,399
Total investments $ 450,732 $ 476,657
Loans:
Consumer (including $26 and $281 as of September 30, 2025 and December 31, 2024, respectively, at fair value) 398,628 393,102
Corporate (including $7,870 and $7,759 as of September 30, 2025 and December 31, 2024, respectively, at fair value) 335,277 301,386
Loans, net of unearned income $ 733,905 $ 694,488
Allowance for credit losses on loans (ACLL) (19,206) (18,574)
Total loans, net $ 714,699 $ 675,914
Goodwill 19,126 19,300
Intangible assets (including MSRs of $748 and $760 as of September 30, 2025 and December 31, 2024, respectively) 4,330 4,494
Premises and equipment, net of depreciation and amortization 32,819 30,192
Other assets (including $15,584 and $13,703 as of September 30, 2025 and December 31, 2024, respectively, at fair value), net
of allowance 113,116 102,206
Total assets $ 2,642,475 $ 2,352,945
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CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries
(Continued)
September 30,
2025 December 31,
In millions of dollars, except shares and par value per share amounts (Unaudited) 2024
Liabilities
Deposits (including $3,684 and $3,608 as of September 30, 2025 and December 31, 2024, respectively,
at fair value) $ 1,383,929 $ 1,284,458
Securities loaned and sold under agreements to repurchase (including $202,192 and $49,154 as of September 30, 2025 and
December 31, 2024, respectively, at fair value) 349,726 254,755
Brokerage payables (including $4,900 and $5,207 as of September 30, 2025 and December 31, 2024,
respectively, at fair value) 89,596 66,601
Trading account liabilities 160,243 133,846
Short-term borrowings (including $25,023 and $12,484 as of September 30, 2025 and December 31, 2024, respectively, at fair
value) 54,760 48,505
Long-term debt (including $129,817 and $112,719 as of September 30, 2025 and December 31, 2024, respectively, at fair value) 315,846 287,300
Other liabilities, plus allowances 74,498 68,114
Total liabilities $ 2,428,598 $ 2,143,579
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of September 30, 2025—762,000 and as of
December 31, 2024—714,000, at aggregate liquidation value $ 19,050 $ 17,850
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of September 30, 2025—3,099,751,185 and as of
December 31, 2024—3,099,719,006 31 31
Additional paid-in capital 109,010 109,117
Retained earnings 214,034 206,294
Treasury stock, at cost: September 30, 2025—1,310,485,026 shares and December 31, 2024—
1,222,647,540 shares (84,932) (76,842)
Accumulated other comprehensive income (loss) (AOCI) (44,170) (47,852)
Total Citigroup stockholders’ equity $ 213,023 $ 208,598
Noncontrolling interests 854 768
Total equity $ 213,877 $ 209,366
Total liabilities and equity $ 2,642,475 $ 2,352,945
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
105
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Citigroup Inc. and Subsidiaries
(UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Preferred stock at aggregate liquidation value
Balance, beginning of period $ 16,350 $ 18,100 $ 17,850 $ 17,600
Issuance of new preferred stock 2,700 1,500 4,700 3,800
Redemption of preferred stock — (3,250) (3,500) (5,050)
Balance, end of period $ 19,050 $ 16,350 $ 19,050 $ 16,350
Common stock and additional paid-in capital (APIC)
Balance, beginning of period $ 108,870 $ 108,816 $ 109,148 $ 108,986
Employee benefit plans 175 174 (110) 37
Other (4) 10 3 (23)
Balance, end of period $ 109,041 $ 109,000 $ 109,041 $ 109,000
Retained earnings
Balance, beginning of period $ 211,674 $ 202,913 $ 206,294 $ 198,905
Citigroup’s net income 3,752 3,238 11,835 9,826
Common dividends(1) (1,118) (1,089) (3,253) (3,143)
Preferred dividends (274) (277) (830) (798)
Other (primarily reclassifications from APIC for preferred issuance costs on
redemptions) — (15) (12) (20)
Balance, end of period $ 214,034 $ 204,770 $ 214,034 $ 204,770
Treasury stock, at cost
Balance, beginning of period $ (79,886) $ (74,842) $ (76,842) $ (75,238)
Employee benefit plans(2) 4 2 736 898
Excise tax on share repurchases(3) (50) — (76) —
Treasury stock acquired (5,000) (1,000) (8,750) (1,500)
Balance, end of period $ (84,932) $ (75,840) $ (84,932) $ (75,840)
Citigroup’s accumulated other comprehensive income (loss)
Balance, beginning of period $ (43,786) $ (46,677) $ (47,852) $ (44,800)
Citigroup’s total other comprehensive income (loss) (384) 1,480 3,682 (397)
Balance, end of period $ (44,170) $ (45,197) $ (44,170) $ (45,197)
Total Citigroup common stockholders’ equity $ 193,973 $ 192,733 $ 193,973 $ 192,733
Total Citigroup stockholders’ equity $ 213,023 $ 209,083 $ 213,023 $ 209,083
Noncontrolling interests
Balance, beginning of period $ 908 $ 834 $ 768 $ 798
Transactions between Citigroup and the noncontrolling interests — — (10) (9)
Net income attributable to noncontrolling interests 38 35 95 117
Distributions paid to noncontrolling interests (92) (90) (106) (94)
Other comprehensive income (loss) attributable to noncontrolling interests 5 40 112 7
Other (5) — (5) —
Net change in noncontrolling interests $ (54) $ (15) $ 86 $ 21
Balance, end of period $ 854 $ 819 $ 854 $ 819
Total equity $ 213,877 $ 209,902 $ 213,877 $ 209,902
(1) Common dividends declared were $0.60 per share for 3Q25, $0.56 per share for both 1Q25 and 2Q25, $0.56 per share for 3Q24 and $0.53 per share for both 1Q24 and 2Q24.
(2) 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.
(3) The 1% excise tax on the fair market value of common stock repurchased in the taxable year, reduced by the fair market value of any common stock issued during the same year.
The Notes to the Consolidated Financial Statements are an integral part of these Unaudited Consolidated Financial Statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS Citigroup Inc. and Subsidiaries
(UNAUDITED)
Nine Months Ended September 30,
In millions of dollars 2025 2024
Cash flows from operating activities of continuing operations
Net income before attribution of noncontrolling interests $ 11,930 $ 9,943
Net income attributable to noncontrolling interests 95 117
Citigroup’s net income $ 11,835 $ 9,826
Income (loss) from discontinued operations, net of taxes (2) (2)
Income from continuing operations—excluding noncontrolling interests $ 11,837 $ 9,828
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) 184 —
Depreciation and amortization 3,270 3,292
Deferred income taxes 227 (1,574)
Provisions for credit losses and for benefits and claims 8,045 7,516
Goodwill impairment 726 —
Realized gains from sales of investments (364) (210)
Impairment losses on investments and other assets 120 92
Change in trading account assets (119,637) (46,456)
Change in trading account liabilities 26,397 (12,811)
Change in brokerage receivables net of brokerage payables (2,156) 7,909
Change in loans held-for-sale (HFS) 312 (3,211)
Change in other assets (10,345) (4,327)
Change in other liabilities(2) 44 (7,663)
Other, net (12,847) 3,150
Total adjustments $ (106,024) $ (54,293)
Net cash provided by (used in) operating activities of continuing operations $ (94,187) $ (44,465)
Cash flows from investing activities of continuing operations
Change in securities borrowed and purchased under agreements to resell $ (47,285) $ 59,772
Change in loans (53,268) (10,257)
Purchase of portfolio of consumer loans — (700)
Proceeds from sales and securitizations of loans 3,743 3,368
Available-for-sale (AFS) debt securities
Purchases of investments (209,028) (181,245)
Proceeds from sales of investments 70,604 40,839
Proceeds from maturities of investments 133,729 164,025
Held-to-maturity (HTM) debt securities
Purchases of investments (5,134) (11,878)
Proceeds from maturities of investments 50,468 17,340
Capital expenditures on premises and equipment and capitalized software (4,889) (4,812)
Proceeds from sales of premises and equipment and repossessed assets 24 201
Other, net 2,084 1,848
Net cash provided by (used in) investing activities of continuing operations $ (58,952) $ 78,501
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CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED) (Continued)
Nine Months Ended September 30,
In millions of dollars 2025 2024
Cash flows from financing activities of continuing operations
Dividends paid $ (4,021) $ (3,885)
Issuance of preferred stock 4,690 3,786
Redemption of preferred stock (3,500) (5,050)
Treasury stock acquired(3) (8,750) (1,506)
Stock tendered for payment of withholding taxes (775) (448)
Change in securities loaned and sold under agreements to repurchase 94,971 270
Issuance of long-term debt 96,296 78,163
Payments and redemptions of long-term debt (77,975) (67,529)
Change in deposits 105,559 1,318
Change in short-term borrowings 6,255 3,883
Net cash provided by (used in) financing activities of continuing operations $ 212,750 $ 9,002
Effect of exchange rate changes on cash, due from banks and deposits with banks $ 11,917 $ (876)
Change in cash, due from banks and deposits with banks 71,528 42,162
Cash, due from banks and deposits with banks at beginning of period 276,532 260,932
Cash, due from banks and deposits with banks at end of period $ 348,060 $ 303,094
Cash and due from banks (including segregated cash and other deposits) $ 23,545 $ 25,266
Deposits with banks, net of allowance 324,515 277,828
Cash, due from banks and deposits with banks at end of period $ 348,060 $ 303,094
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the period for income taxes(4) $ 4,716 $ 4,464
Cash paid during the period for interest 60,667 67,152
Non-cash investing activities(1)(5)
Decrease in net loans associated with divestitures reclassified to HFS $ 1,680 $ —
Transfers to loans HFS (Other assets) from loans HFI 3,254 3,861
Non-cash financing activities(1)
Decrease in deposits associated with divestitures reclassified to HFS $ 6,088 $ —
The Notes to the Consolidated Financial Statements are an integral part of these Unaudited Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
110
FUTURE ACCOUNTING CHANGES Identifying the Acquirer in a Business Combination
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations
Accounting for Internal-Use Software Costs (Topic 805) and Consolidation (Topic 810): Determining the Accounting
In September 2025, the FASB issued ASU No. 2025-06, Intangibles— Acquirer in the Acquisition of a Variable Interest Entity, intended to clarify
Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted the guidance for identifying the accounting acquirer when the legal acquiree
Improvements to the Accounting for Internal-Use Software, intended to is a variable interest entity that meets the definition of a business. The
modernize the internal-use software guidance, primarily by eliminating revised guidance requires entities to consider the factors in Topic 805 when
accounting consideration of software project development stages and a business combination involving a VIE is effected primarily by exchanging
enhancing the guidance around the “probable-to-complete” threshold in equity interests in which a VIE is acquired.
determining when capitalization of internal-use software costs begins. The The ASU will be effective for fiscal years beginning after December 15,
ASU will be effective for all entities for interim and annual periods 2026, and interim periods within those fiscal years. Citi is currently
beginning after December 15, 2027, with early adoption permitted. Citi is evaluating the impact of the ASU. Adoption of the ASU is not expected to
currently assessing the impact and approach toward adopting this ASU. have a material impact on Citi’s operating results or financial position.
Derivatives Scope Refinements and Scope Clarification for Share-Based Disaggregation of Income Statement Expenses
Non-Cash Consideration from a Customer in a Revenue Contract In November 2024, the FASB issued ASU No. 2024-03, Income Statement
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and —Reporting Comprehensive Income—Expense Disaggregation Disclosures
Hedging (Topic 815) and Revenue from Contracts with Customers (Topic (Subtopic 220-40), to improve the disclosures of expenses by requiring
606). The amendments in the ASU exclude from derivative accounting public business entities to provide further disaggregation of relevant
certain non-exchange-traded contracts with underlyings that are based on expense captions (i.e., employee compensation, depreciation, intangible
operations or activities specific to one of the parties to the contract. The asset amortization) in a separate note to the financial statements, a
amendments also clarify that an entity should apply the guidance in Topic qualitative description of the amounts remaining in relevant expense
606, including the guidance on non-cash consideration, to a contract with captions that are not separately disaggregated quantitatively, and the total
share-based non-cash consideration from a customer for the transfer of amount of selling expenses and, in an annual reporting period, an entity’s
goods or services. The transition method is prospective with the modified definition of selling expenses.
retrospective method permitted. The amendments will be effective for fiscal The transition method is prospective with the retrospective method
years beginning after December 15, 2026, with early adoption permitted. permitted, and the ASU will be effective for Citi for its annual period ending
Citi is currently evaluating the impact of the amendments. December 31, 2027 and interim periods for the interim period beginning
January 1, 2028. Citi is currently evaluating the impact on its disclosures.
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2. DISCONTINUED OPERATIONS, SIGNIFICANT DISPOSALS The following assets and liabilities related to the Poland consumer
AND OTHER BUSINESS EXITS banking business were reclassified to HFS within Other assets and Other
liabilities, respectively, on the Consolidated Balance Sheet at September 30,
Summary of Discontinued Operations 2025:
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 In millions of dollars September 30, 2025
the German retail banking business in 2008. All Discontinued operations Assets
results are recorded within All Other. Cash and deposits with banks(1) $ 4,671
Citi’s Income (loss) from discontinued operations, net of taxes, as well Loans (net of allowance of $25 at September 30, 2025) 1,679
as cash flows from Discontinued operations, were not material for the Other assets 50
periods presented. Total assets $ 6,400
Liabilities
Significant Disposals
Deposits $ 6,085
As of September 30, 2025, Citi had closed the sales of nine consumer
Other liabilities 64
banking businesses within All Other—Legacy Franchises: Australia closed
Total liabilities $ 6,149
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 (1) Includes liquidity resources currently composed of approximately $4.6 billion of Deposits
third quarter of 2023 and Indonesia closed in the fourth quarter of 2023. with banks. This may transfer as cash and securities at time of closing and is primarily
recorded in Markets.
In the second quarter of 2025, the following transaction was identified
as a significant disposal that was recorded within All Other—Legacy
Citi did not have any other significant disposals as of September 30,
Franchises, including the assets and liabilities that were reclassified to held-
2025.
for-sale (HFS) within Other assets and Other liabilities on the Consolidated
For a description of the Company’s significant disposal transactions in
Balance Sheet and the Income (loss) before taxes (benefits) related to the
prior periods and financial impact, see Note 2 to the Consolidated Financial
business.
Statements in Citi’s 2024 Form 10-K.
Agreement to Sell Poland Consumer Banking Business
Other Business Exits
On May 27, 2025, Citi entered into an agreement to sell its Poland consumer
Other significant transactions during 2025 included the following:
banking business, which is part of All Other—Legacy Franchises. The sale,
which is subject to regulatory approvals and other customary closing
Agreement to Sell 25% Equity Stake in Banamex
conditions, is expected to close by mid-2026. Beginning in the second
On September 24, 2025, Citi entered into an agreement to sell an equity
quarter of 2025, Citi reported the business as HFS. In the second and third
stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex), which is part
quarters of 2025, Citi recognized a pretax loss on sale of approximately
of All Other—Legacy Franchises. Under the transaction, a company wholly
$184 million recorded in Other revenue ($155 million after-tax), subject to
owned by Fernando Chico Pardo and members of his immediate family will
closing adjustments.
acquire 25% (approximately 520 million shares) of Banamex’s outstanding
Income before taxes, excluding the pretax loss on sale, for the Poland
common shares at a fixed price-to-book value of 0.80 times the local GAAP
consumer banking business was as follows:
book value of the shares at closing. The transaction is subject to customary
closing conditions, including regulatory approvals in Mexico.
Three Months Ended Nine Months Ended
September 30, September 30,
In millions of dollars 2025 2024 2025 2024
Income before taxes $ 28 $ 41 $ 97 $ 111
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3. REPORTABLE BUSINESS SEGMENTS AND ALL OTHER
The reportable business segments (segments) and All Other 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 business segments: Services,
Markets, Banking, Wealth and U.S. Personal Banking (USPB), with the
remaining operations recorded in All Other, which includes activities not
assigned to a specific segment, as well as discontinued operations. See
segment details in Note 3 to the Consolidated Financial Statements in Citi’s
2024 Form 10-K.
Revenues and expenses directly associated with each segment or line of
business are included in determining respective operating results. Other
revenues and expenses that are attributable to a particular segment or All
Other are generally allocated from Corporate/Other within All Other based
on respective net revenues, non-interest expenses or other relevant
measures.
Revenues and expenses from transactions with other segments and All
Other are treated as transactions with external parties for purposes of
segment disclosures, while funding charges paid by segments and funding
credits received by Corporate Treasury within All Other are included in net
interest income. The Company includes intersegment eliminations from
Corporate/Other within All Other to reconcile the segment results to Citi’s
consolidated results.
The accounting policies of these segments and All Other are the same
as those disclosed in Note 1 to the Consolidated Financial Statements in
Citi’s 2024 Form 10-K.
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The following tables present certain information regarding the Company’s All Other by comparing to and monitoring against budget and prior-year
continuing operations by reportable business segment and All Other on a results. This information is used to allocate resources to each of the
managed basis that excludes divestiture-related impacts. The CODM uses segments and All Other and to make operational decisions when managing
Income (loss) from continuing operations as the performance measure, to the Company, such as whether to reinvest profits or to return capital to
evaluate the results of each reportable business segment and shareholders through dividends and share repurchases.
114
Nine Months Ended September 30,
Services Markets Banking
In millions of dollars, except average loans and average deposits in billions 2025 2024 2025 2024 2025 2024
Net interest income $ 10,951 $ 9,977 $ 7,166 $ 5,149 $ 1,583 $ 1,636
Non-interest revenue 4,363 4,476 10,262 10,111 4,422 3,324
Total revenues, net of interest expense(1) $ 15,314 $ 14,453 $ 17,428 $ 15,260 $ 6,005 $ 4,960
Compensation expense(2) $ 1,920 $ 1,780 $ 2,982 $ 2,728 $ 2,018 $ 2,095
Non-compensation expense(1)(3) 6,050 6,187 7,486 7,300 1,292 1,331
Total operating expense(1) $ 7,970 $ 7,967 $ 10,468 $ 10,028 $ 3,310 $ 3,426
Provisions for credit losses and for benefits and claims $ 465 $ 164 $ 341 $ 329 $ 544 $ 16
Provision (benefits) for income taxes 2,002 1,626 1,492 924 513 346
Income (loss) from continuing operations 4,877 4,696 5,127 3,979 1,638 1,172
Average loans $ 92 $ 84 $ 137 $ 119 $ 82 $ 89
Average deposits 859 812 18 23 — 1
Wealth USPB
In millions of dollars, except average loans and average deposits in billions 2025 2024 2025 2024
Net interest income $ 3,884 $ 3,261 $ 16,706 $ 15,622
Non-interest revenue 2,542 2,228 (1,028) (717)
Total revenues, net of interest expense(1) $ 6,426 $ 5,489 $ 15,678 $ 14,905
Compensation expense(2) $ 1,921 $ 1,907 $ 1,622 $ 1,661
Non-compensation expense(1)(3) 2,930 2,858 5,566 5,520
Total operating expense(1) $ 4,851 $ 4,765 $ 7,188 $ 7,181
Provisions for credit losses and for benefits and claims $ 102 $ (146) $ 5,538 $ 6,428
Provision (benefits) for income taxes 321 202 700 306
Income (loss) from continuing operations 1,152 668 2,252 990
Average loans $ 149 $ 150 $ 218 $ 207
Average deposits 311 316 90 93
(1) Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, reported within USPB, Services, Wealth and All Other—Legacy Franchises (Mexico
Consumer/SBMM and Asia Consumer), which were previously presented within Other operating expenses, are presented as contra-revenue within Commissions and fees reported in Non-interest
revenue. Prior periods were conformed to reflect this change in presentation.
(2) Excludes allocations of Compensation and benefits expense related to services provided by Corporate/Other within All Other, which are allocated from All Other to each segment, as applicable,
through the non-compensation expense line.
(3) Non-compensation expense for each segment includes allocated compensation and benefits-related costs from Corporate/Other within All Other to the respective segments, and expenses related to
Technology/communication, Transactional and product servicing, Premises and equipment, Professional services, Advertising and marketing and Other operating (all of which include certain
overhead expenses).
(4) Segment results are presented on a managed basis that excludes divestiture-related impacts related to (i) Citi’s divestitures of its Asia Consumer businesses and (ii) the planned IPO of Banamex, 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.
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The following table presents a reconciliation of total Citigroup income from continuing operations as reported:
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025(1) 2024(2) 2025(3) 2024(4)
Total reportable business segments and All Other—income from continuing operations(5) $ 4,568 $ 3,319 $ 12,904 $ 10,116
Divestiture-related impact on:
Total revenues, net of interest expense 2 1 (175) 22
Total operating expenses 766 67 837 262
Provision (release) for credit losses (3) (1) (9) 7
Provision (benefits) for income taxes 16 (20) (31) (76)
Income from continuing operations $ 3,791 $ 3,274 $ 11,932 $ 9,945
(1) The three months ended September 30, 2025 includes approximately $766 million in operating expenses (approximately $744 million after-tax), driven by a goodwill impairment charge in Mexico
($726 million ($714 million after-tax)) and separation costs in Mexico.
(2) The three months ended September 30, 2024 includes approximately $67 million in operating expenses (approximately $46 million after-tax), primarily driven by 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, 2024.
(3) The nine months ended September 30, 2025 includes (i) an approximate $186 million loss recorded in revenue (approximately $157 million after-tax), driven by the announced sale of the Poland
consumer banking business; and (ii) approximately $837 million in operating expenses (approximately $793 million after-tax), driven by a goodwill impairment charge in Mexico ($726 million
($714 million after-tax)) and separation costs in Mexico and severance costs in the Asia exit markets (approximately $89 million (approximately $62 million after-tax)).
(4) 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. For additional information, see Citi’s Quarterly Report on Form 10-Q for the period ended September 30, 2024.
(5) Reportable business segment results are presented on a managed basis that excludes divestiture-related impacts related to (i) Citi’s divestitures of its Asia Consumer businesses and (ii) the planned IPO
of Banamex, 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.
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4. INTEREST INCOME AND EXPENSE
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Interest income
Consumer loans $ 10,150 $ 10,051 $ 29,679 $ 29,629
Corporate loans 5,243 5,754 15,404 17,200
Loan interest, including fees $ 15,393 $ 15,805 $ 45,083 $ 46,829
Deposits with banks 3,435 3,050 9,479 8,407
Securities borrowed and purchased under agreements to resell 7,003 7,293 19,915 22,326
Investments, including dividends 4,170 4,683 12,542 14,353
Trading account assets(1) 5,289 4,451 15,480 13,082
Other interest-bearing assets(2) 1,400 1,174 3,716 3,669
Total interest income $ 36,690 $ 36,456 $ 106,215 $ 108,666
Interest expense
Deposits $ 9,163 $ 10,319 $ 26,286 $ 30,965
Securities loaned and sold under agreements to repurchase 7,356 7,328 20,550 21,256
Trading account liabilities(1) 755 792 2,260 2,417
Short-term borrowings and other interest-bearing liabilities(3) 1,933 2,009 5,459 5,873
Long-term debt 2,543 2,646 7,533 7,793
Total interest expense $ 21,750 $ 23,094 $ 62,088 $ 68,304
Net interest income $ 14,940 $ 13,362 $ 44,127 $ 40,362
Provision for credit losses on loans 2,259 2,382 7,297 7,163
Net interest income after provision for credit losses on loans $ 12,681 $ 10,980 $ 36,830 $ 33,199
(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.
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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 2024 Form 10-K for additional
information on Citi’s commissions and fees.
The following table presents Commissions and fees revenue:
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Investment banking(1) $ 1,128 $ 944 $ 3,171 $ 2,692
Brokerage commissions(2) 730 653 2,135 1,895
Credit and bank card income(3)
Interchange fees(4) 3,055 2,946 8,930 8,772
Card-related loan fees 187 162 529 439
Card rewards and partner payments (3,384) (3,187) (9,845) (9,292)
Deposit-related fees(5) 352 324 1,018 1,005
Transactional service fees(6) 377 344 1,112 1,043
Corporate finance(7) 177 164 521 512
Insurance distribution revenue(8) 80 76 240 238
Insurance premiums(9) 23 23 76 72
Loan servicing 21 19 68 54
Other 142 121 385 350
Total(10) $ 2,888 $ 2,589 $ 8,340 $ 7,780
(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 $46 million and $137 million of revenue related to variable consideration for the three and nine months
ended September 30, 2025, and $43 million and $129 million for the three and nine months ended September 30, 2024, 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) See footnote 1 to the Consolidated Statement of Income above for the description of a change in presentation. Interchange fees are presented net of certain transaction processing fees paid by Citi,
primarily to credit card networks, for the periods presented.
(5) Deposit-related fees are earned primarily by Services and USPB.
(6) Transactional service fees are earned primarily by Services.
(7) Consists primarily of fees earned from structuring and underwriting loan syndications or related financing activity earned primarily by Banking. This activity is accounted for under ASC 310.
(8) Insurance distribution revenue is earned primarily by Wealth and Legacy Franchises within All Other.
(9) Insurance premiums are earned primarily by Legacy Franchises within All Other.
(10) Commissions and fees include $(3.0) billion and $(8.6) billion not accounted for under ASC 606, Revenue from Contracts with Customers, for the three and nine months ended September 30, 2025,
and $(2.8) billion and $(8.2) billion for the three and nine months ended September 30, 2024, respectively. Amounts reported in Commissions and fees accounted for under other guidance primarily
include card-related loan fees, card reward programs and certain partner payments, corporate finance fees, insurance premiums and loan servicing fees.
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Custody fees(1) $ 551 $ 520 $ 1,597 $ 1,562
Fiduciary fees(2) 431 403 1,286 1,183
Guarantee fees 135 136 402 397
Total administration and other fiduciary fees(3) $ 1,117 $ 1,059 $ 3,285 $ 3,142
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6. PRINCIPAL TRANSACTIONS For transactions that are denominated in a currency other than the
functional currency, including transactions denominated in the local
The table below consists of realized and unrealized gains and losses currencies of foreign operations that use the U.S. dollar as their functional
presented in Principal transactions. Activities include revenues from fixed currency, the effects of changes in exchange rates are included in Principal
income, equities, credit and commodities products and foreign exchange transactions, along with the related effects of any qualifying and economic
transactions that are managed on a portfolio basis and characterized below hedges.
based on the primary risk managed by each trading desk (as such, the In certain transactions, Citi incurs fees and presents these fees paid to
trading desks can be periodically reorganized and thus the risk categories). third parties in operating expenses, while others are presented net in
Principal transactions include CVA (credit valuation adjustments) and Principal transactions.
FVA (funding valuation adjustments) on over-the-counter derivatives. These Not included in the table below is the impact of net interest income
adjustments are discussed further in Note 23. 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).
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Interest rate risks(1)(2) $ 322 $ 615 $ 1,465 $ 1,625
Foreign exchange risks(2)(3) 1,545 1,238 4,572 3,877
Equity risks(4)(5) 807 596 1,997 1,840
Commodity and other risks(6) 219 383 850 1,007
Credit products and risks(7) (121) 3 (99) 307
Total $ 2,772 $ 2,835 $ 8,785 $ 8,656
(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) Effective July 1, 2025, gains and losses on certain economic and qualifying hedging derivatives and foreign currency transactions, which were previously presented within Other revenue, are
presented within Principal transactions. Prior periods were conformed to reflect this change in presentation.
(3) Includes revenues from foreign exchange spot, forward, option and swap contracts, as well as foreign currency translation gains and losses.
(4) Includes revenues from common, preferred and convertible preferred stock, convertible corporate debt, equity-linked notes and exchange-traded and OTC equity options and warrants.
(5) The nine months ended September 30, 2024 include an approximate $400 million episodic gain related to the Visa B exchange.
(6) Primarily includes revenues from crude oil, refined oil products, natural gas, metals and other commodities trades.
(7) Includes revenues from corporate debt, secondary trading loans, mortgage securities, single name and index credit default swaps, and structured credit products.
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7. INCENTIVE PLANS
Contributions
The following table summarizes the Company’s expected contributions for 2025 and the actual contributions made in 2024:
(1) The U.S. plans include benefits paid directly by the Company for the nonqualified pension plans.
(2) The Company made a discretionary contribution of approximately $600 million to a pension plan in Mexico Consumer/SBMM during the fourth quarter of 2024.
(3) Company contributions are composed of cash contributions made to the plans and benefits paid directly by the Company.
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9. RESTRUCTURING Restructuring charges are recorded as a separate line item within
Operating expenses in the Company’s Consolidated Statement of Income.
As previously disclosed, Citi is pursuing various initiatives to simplify the These charges were included within All Other—Corporate/Other.
Company and further align its organizational structure with its business The following costs associated with these initiatives are included in
strategy. As part of its overall simplification initiatives, in the fourth quarter restructuring charges:
of 2023, Citi eliminated the previous Institutional Clients Group and
Personal Banking and Wealth Management layers, exited certain • Personnel costs: severance costs associated with actual headcount
institutional business lines, and consolidated its regional structure, creating reductions (as well as those that were probable and could be reasonably
one international group, while centralizing client capabilities and estimated)
streamlining its global staff functions. • Other: costs associated with contract terminations and other direct costs
Citi has recorded net restructuring charges of approximately associated with the restructuring, including asset write-downs (non-cash
$1.030 billion program to date. 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:
(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.
121
10. EARNINGS PER SHARE
The following table reconciles the income and share data used in the basic and diluted earnings per share (EPS) computations:
(1) The total for this line includes dividends and undistributed earnings ($40 million combined for 3Q25) 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 nine months ended September 30, 2025 and 2024, there were no weighted-average options outstanding.
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11. SECURITIES BORROWED, LOANED AND SUBJECT TO
REPURCHASE AGREEMENTS
September 30,
In millions of dollars 2025 December 31, 2024
Securities purchased under agreements
to resell $ 242,379 $ 192,950
Securities borrowed 78,976 81,115
Total, net(1) $ 321,355 $ 274,065
Allowance for credit losses on securities
purchased and borrowed(2) (8) (3)
Total, net of allowance $ 321,347 $ 274,062
September 30,
In millions of dollars 2025 December 31, 2024
Securities sold under agreements to
repurchase $ 327,517 $ 239,767
Securities loaned 22,209 14,988
Total, net(1) $ 349,726 $ 254,755
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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.
(1) Includes financial instruments subject to enforceable master netting agreements that are permitted to be offset under ASC 210-20-45.
(2) Beginning January 1, 2025, excludes amounts relating to accrued interest. Accrued interest receivable on Securities purchased under agreements to resell (reverse repos) is presented in Other assets
and accrued interest payable on Securities sold under agreements to repurchase (repos) is presented in Other liabilities.
(3) Includes financial instruments subject to enforceable master netting agreements that are not permitted to be offset under ASC 210-20-45, but would be eligible for offsetting to the extent that an event
of default has occurred and a legal opinion supporting enforceability of the offsetting right has been obtained.
(4) Remaining exposures continue to be secured by financial collateral, but the Company may not have sought or been able to obtain a legal opinion evidencing enforceability of the offsetting right.
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The following tables present the gross amounts of liabilities associated with repurchase agreements and securities lending agreements by remaining contractual
maturity:
The following tables present the gross amounts of liabilities associated with repurchase agreements and securities lending agreements by class of underlying
collateral:
125
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 2024 Form 10-K.
Brokerage receivables and Brokerage payables consisted of the
following:
September 30,
In millions of dollars 2025 December 31, 2024
Receivables from customers $ 23,747 $ 18,512
Receivables from brokers, dealers and
clearing organizations 52,245 32,329
Total brokerage receivables(1) $ 75,992 $ 50,841
Payables to customers $ 65,342 $ 51,993
Payables to brokers, dealers and clearing
organizations 24,254 14,608
Total brokerage payables(1) $ 89,596 $ 66,601
(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.
126
13. INVESTMENTS
September 30,
In millions of dollars 2025 December 31, 2024
Debt securities available-for-sale (AFS) $ 246,227 $ 226,876
Debt securities held-to-maturity (HTM)(1) 197,092 242,382
Marketable equity securities carried at fair value(2) 202 151
Non-marketable equity securities carried at fair value(2)(3) 482 427
Non-marketable equity securities measured using the measurement alternative(4) 1,545 1,574
Non-marketable equity securities carried at cost(5) 5,184 5,247
Total investments(6) $ 450,732 $ 476,657
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Taxable interest $ 4,033 $ 4,513 $ 12,076 $ 13,841
Interest exempt from U.S. federal income tax 65 78 220 239
Dividend income 72 92 246 273
Total interest and dividend income on investments $ 4,170 $ 4,683 $ 12,542 $ 14,353
The following table presents realized gains and losses on the sales of investments, which exclude impairment losses:
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Gross realized investment gains $ 120 $ 108 $ 406 $ 394
Gross realized investment losses (15) (36) (42) (184)
Net realized gains on sales of investments $ 105 $ 72 $ 364 $ 210
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Debt Securities Available-for-Sale
The amortized cost and fair value of AFS debt securities were as follows:
(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) Amortized cost includes unallocated portfolio-layer cumulative basis adjustments of $0.3 billion and $(0.2) billion as of September 30, 2025 and December 31, 2024, respectively. Gross unrealized
gains and gross unrealized (losses) on mortgage-backed securities excluding the effect of unallocated portfolio-layer hedges cumulative basis adjustments were $161 million and $(555) million,
respectively, as of September 30, 2025. Gross unrealized gains and gross unrealized (losses) on mortgage-backed securities excluding the effect of unallocated portfolio-layer hedges cumulative basis
adjustments were $35 million and $(1,129) million, respectively, as of December 31, 2024.
128
The following table presents the fair value of AFS debt securities that have been in an unrealized loss position:
129
The following table presents the amortized cost and fair value of AFS debt securities by contractual maturity dates:
(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, 2025.
(3) Includes corporate, asset-backed and other debt securities.
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Debt Securities Held-to-Maturity
The carrying value and fair value of debt securities HTM were as follows:
Gross Gross
Amortized unrealized unrealized Fair
In millions of dollars cost, net(1) gains losses value
September 30, 2025
Debt securities HTM
Mortgage-backed securities(2)
U.S. government-sponsored agency guaranteed $ 67,355 $ 2 $ 7,449 $ 59,908
Non-U.S. residential — — — —
Commercial 1,221 23 117 1,127
Total mortgage-backed securities $ 68,576 $ 25 $ 7,566 $ 61,035
U.S. Treasury securities $ 92,790 $ — $ 3,738 $ 89,052
State and municipal 8,651 29 568 8,112
Foreign government 771 23 — 794
Asset-backed securities(2) 26,304 88 39 26,353
Total debt securities HTM, net $ 197,092 $ 165 $ 11,911 $ 185,346
December 31, 2024
Debt securities HTM
Mortgage-backed securities(2)
U.S. government-sponsored agency guaranteed $ 72,542 $ — $ 10,291 $ 62,251
Non-U.S. residential — — — —
Commercial 1,247 12 151 1,108
Total mortgage-backed securities $ 73,789 $ 12 $ 10,442 $ 63,359
U.S. Treasury securities $ 126,142 $ — $ 6,934 $ 119,208
State and municipal 8,903 27 668 8,262
Foreign government 988 3 — 991
Asset-backed securities(2) 32,560 91 61 32,590
Total debt securities HTM, net $ 242,382 $ 133 $ 18,105 $ 224,410
(1) Amortized cost is reported net of ACL of $131 million and $137 million at September 30, 2025 and December 31, 2024, 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.
131
The following table presents the carrying value and fair value of HTM debt securities by contractual maturity dates:
(1) Amortized cost is reported net of ACL of $131 million at September 30, 2025.
(2) Includes corporate and asset-backed securities.
132
Evaluating Investments for Impairment—AFS Debt Securities For more information on evaluating investments for impairment, see
The Company conducts periodic reviews of all AFS debt securities with Note 14 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K.
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.
Allowance for Credit Losses on AFS Debt Securities Below is the carrying value of non-marketable equity securities
The allowance for credit losses on AFS debt securities held that the measured using the measurement alternative:
Company does not intend to sell nor will likely be required to sell was
immaterial as of September 30, 2025 and December 31, 2024. September 30,
In millions of dollars 2025 December 31, 2024
Non-Marketable Equity Securities Not Carried at Measurement alternative:
Fair Value Carrying value $ 1,545 $ 1,574
Non-marketable equity securities are required to be measured at fair value
with changes in fair value recognized in earnings unless (i) the measurement
Below are amounts recognized in earnings and life-to-date amounts for
alternative is elected or (ii) the investment represents Federal Reserve Bank
non-marketable equity securities measured using the measurement
and Federal Home Loan Bank stock or certain exchange seats that continue
alternative:
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. Three Months Ended Nine Months Ended
September 30, September 30,
Under the measurement alternative, an equity security is carried at cost plus
In millions of dollars 2025 2024 2025 2024
or minus changes resulting from observable prices in orderly transactions
Measurement
for the identical or a similar investment of the same issuer. The carrying
alternative(1):
value of the equity security is adjusted to fair value on the date of an
Impairment losses $ 14 $ 32 $ 103 $ 56
observed transaction. Fair value may differ from the observed transaction
price due to a number of factors, including marketability adjustments and Downward changes for
observable prices 2 1 2 2
differences in rights and obligations when the observed transaction is not for
the identical investment held by Citi. Upward changes for
Equity securities under the measurement alternative, which are observable prices 8 25 54 77
composed of private equity investments, are also assessed for impairment.
On a quarterly basis, management qualitatively assesses whether each (1) See Note 23 for additional information on these nonrecurring fair value measurements.
equity security under the measurement alternative is impaired. For details on
impairment indicators that are considered, see Note 14 to the Consolidated Life-to-date amounts on
Financial Statements in Citi’s 2024 Form 10-K. securities still held
When the qualitative assessment indicates that the equity security is In millions of dollars September 30, 2025
impaired, its fair value is determined. If the fair value of the investment is Measurement alternative:
less than its carrying value, the investment is written down to fair value Impairment losses $ 511
through earnings. Downward changes for observable prices 40
Upward changes for observable prices 1,084
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14. LOANS 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.
Citigroup loans are reported in two categories: corporate and consumer. (5) Not included in the balances above is approximately $2 billion of accrued interest
These categories are classified primarily according to the segment that receivable at September 30, 2025 and December 31, 2024, which is included in Other
manages the loans (or, if applicable, All Other—Legacy Franchises), in assets on the Consolidated Balance Sheet.
(6) Accrued interest receivable considered to be uncollectible is reversed through interest
addition to the nature of the obligor, with corporate loans generally made for
income. Amounts reversed were not material for the three and nine months ended
corporate, institutional and public sector clients and consumer loans to retail September 30, 2025 and 2024.
and small business customers. For additional information regarding Citi’s (7) Represents fair value hedge basis adjustments related to portfolio-layer method hedges of
corporate and consumer loans, including related accounting policies, see mortgage and real estate loans, which are not allocated to individual loans in the portfolio.
See Note 22.
Notes 1 and 15 to the Consolidated Financial Statements in Citi’s 2024
Form 10-K.
The Company sold and/or reclassified to held-for-sale $1.3 billion and
CORPORATE LOANS $3.2 billion of corporate loans during the three and nine months ended
September 30, 2025, and $1.5 billion and $3.8 billion of corporate loans
Corporate loans represent loans and leases managed by Services, Markets, during the three and nine months ended September 30, 2024, respectively.
Banking and the Mexico SBMM portion of All Other—Legacy Franchises. The Company did not have significant purchases of corporate loans
The following table presents information by corporate loan type: classified as held-for-investment for the three and nine months ended
September 30, 2025 or 2024.
September 30, December 31,
In millions of dollars 2025 2024
In North America offices(1)
Commercial and industrial $ 59,062 $ 57,730
Financial institutions 65,116 41,815
Mortgage and real estate(2) 17,885 18,411
Installment and other(3) 22,824 25,529
Lease financing 129 235
Total $ 165,016 $ 143,720
In offices outside North America(1)
Commercial and industrial $ 96,624 $ 92,856
Financial institutions 26,694 27,276
Mortgage and real estate(2) 9,746 8,136
Installment and other(3) 32,349 25,800
Lease financing 44 40
Governments and official institutions 4,751 3,630
Total $ 170,208 $ 157,738
Corporate loans, net of unearned
income, excluding portfolio-layer
hedges cumulative basis adjustments(4)(5)
(6)
$ 335,224 $ 301,458
Unallocated portfolio-layer hedges
cumulative basis adjustments(7) $ 53 $ (72)
Corporate loans, net of unearned
income(4)(5)(6) $ 335,277 $ 301,386
(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 risk-based country view is not material for the
purposes of classification of corporate loans between offices in North America and
outside North America.
(2) Loans secured primarily by real estate.
(3) Installment and other includes loans to SPEs and TTS commercial cards.
(4) Corporate loans are net of unearned income of $(1,050) million and $(969) million at
September 30, 2025 and December 31, 2024,
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Corporate Loan Delinquencies and Non-Accrual Details at September 30, 2025
(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 $53 million and $(72) million of unallocated portfolio-layer hedges cumulative basis adjustments at September 30, 2025 and December 31, 2024, respectively.
N/A Not applicable
135
Corporate Loan Credit Quality Indicators
136
Recorded investment in loans(1)
Term loans by year of origination
Revolving line
of credit December 31,
In millions of dollars 2024 2023 2022 2021 2020 Prior arrangements(2) 2024
Investment grade(3)
Commercial and industrial(4) $ 36,039 $ 8,101 $ 5,035 $ 2,492 $ 1,225 $ 4,853 $ 32,862 $ 90,607
Financial institutions(4) 13,074 2,136 1,162 326 265 1,500 41,415 59,878
Mortgage and real estate 5,325 3,927 3,269 2,537 1,460 1,533 248 18,299
Other(5) 5,773 2,643 4,036 822 1,156 5,578 24,623 44,631
Total investment grade $ 60,211 $ 16,807 $ 13,502 $ 6,177 $ 4,106 $ 13,464 $ 99,148 $ 213,415
Non-investment grade(3)
Accrual
Commercial and industrial(4) $ 24,937 $ 5,082 $ 3,576 $ 1,583 $ 318 $ 2,560 $ 19,468 $ 57,524
Financial institutions(4) 4,103 529 255 655 41 355 2,489 8,427
Mortgage and real estate 801 1,112 1,936 1,400 770 1,190 472 7,681
Other(5) 1,227 592 427 261 190 274 2,304 5,275
Non-accrual
Commercial and industrial 43 78 48 17 7 44 305 542
Financial institutions(4) — — — 55 — — 18 73
Mortgage and real estate 16 2 104 107 28 279 31 567
Other(5) 1 — 1 18 — 19 156 195
Total non-investment grade $ 31,128 $ 7,395 $ 6,347 $ 4,096 $ 1,354 $ 4,721 $ 25,243 $ 80,284
Loans at fair value(6) $ 7,759
Corporate loans, net of unearned income(7) $ 91,339 $ 24,201 $ 19,849 $ 10,274 $ 5,460 $ 18,185 $ 124,391 $ 301,458
(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 governments and official institutions.
(6) Loans at fair value include loans to commercial and industrial, financial institutions, mortgage and real estate and other.
(7) Excludes $53 million and $(72) million of unallocated portfolio-layer hedges cumulative basis adjustments at September 30, 2025 and December 31, 2024, respectively.
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Corporate Gross Credit Losses
The table below details gross credit losses recognized during the nine months ended September 30, 2025, by year of loan origination:
The table below details gross credit losses recognized during the nine months ended September 30, 2024, by year of loan origination:
(1) Other includes installment and other, lease financing and loans to governments and official institutions.
(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, 2025 was $3 million and $17 million, and for the three and nine months ended September 30, 2024 was $28 million and
$58 million, respectively.
N/A Not applicable
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Corporate Loan Modifications to Borrowers Experiencing Financial and nine months ended September 30, 2025 and 2024 to borrowers
Difficulty experiencing financial difficulty by type of modification granted and the
Citi seeks to modify certain corporate loans to borrowers experiencing financial effect of those modifications. Citi defines a corporate loan
financial difficulty to reduce Citi’s exposure to loss, often providing the modification to a borrower experiencing financial difficulty as a
borrower with an opportunity to work through financial difficulties. Each modification of a loan classified as substandard or worse at the time of
modification is unique to the borrower’s individual circumstances. The modification.
following tables detail corporate loan modifications granted during the three
For the Three and Nine Months Ended September 30, 2025
Combination: Weighted-average term
In millions of dollars, except weighted-average Total modifications balance at Term Term extension and extension
(1)(2)(3) (4)
term extension September 30, 2025 extension payment delay (months)
Three Months Ended September 30, 2025
Commercial and industrial $ 76 $ 76 $ — 12
Financial institutions — — — —
Mortgage and real estate — — — —
Other(5) — — — —
Total $ 76 $ 76 $ —
Nine Months Ended September 30, 2025
Commercial and industrial $ 141 $ 141 $ — 10
Financial institutions — — — —
Mortgage and real estate — — — —
Other(5) — — — —
Total $ 141 $ 141 $ —
For the Three and Nine Months Ended September 30, 2024
Combination: Weighted-average term
In millions of dollars, except weighted-average Total modifications balance at Term Term extension and extension
(1)(2)(3) (4)
term extension September 30, 2024 extension payment delay (months)
Three Months Ended September 30, 2024
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 $ —
(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, 2025 and 2024.
(2) Commitments to lend to borrowers experiencing financial difficulty that were granted modifications totaled $105 million and $924 million as of September 30, 2025 and 2024, 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 governments and official institutions.
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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, 2025 and December 31, 2024:
(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 governments and official institutions.
CONSUMER LOANS
Consumer loans represent loans and leases managed by USPB, Wealth and
All Other—Legacy Franchises (except Mexico SBMM).
Citi has established a risk management process to monitor, evaluate and
manage the principal risks associated with its consumer loan portfolio.
Credit quality indicators that are actively monitored include delinquency
status, consumer credit scores under Fair Isaac Corporation (FICO) and
loan-to-value (LTV) ratios, each as discussed in more detail below.
140
The following tables provide Citi’s consumer loans by type:
Non-accrual Non-accrual
30–89 ≥ 90 days Past due loans for loans for Total 90 days
Total days past past government which there which there non- past due
In millions of dollars current(1)(2) due(3) due(3) guaranteed(4) Total loans is no ACLL is an ACLL accrual and accruing
In North America offices(5)
Residential first mortgages(6) $ 116,633 $ 413 $ 548 $ 205 $ 117,799 $ 134 $ 589 $ 723 $ 110
Home equity loans(7)(8) 2,848 28 40 — 2,916 22 89 111 —
Credit cards 162,786 2,283 2,377 — 167,446 — — — 2,377
Personal, small business and other(9) 32,308 95 31 — 32,434 5 167 172 —
Total $ 314,575 $ 2,819 $ 2,996 $ 205 $ 320,595 $ 161 $ 845 $ 1,006 $ 2,487
In offices outside North America(5)
Residential mortgages(6) $ 23,959 $ 46 $ 73 $ — $ 24,078 $ — $ 177 $ 177 $ —
Credit cards 13,230 238 286 — 13,754 — 283 283 91
Personal, small business and other(9) 39,450 119 40 — 39,609 — 141 141 —
Total $ 76,639 $ 403 $ 399 $ — $ 77,441 $ — $ 601 $ 601 $ 91
Total excluding portfolio-layer hedges
cumulative basis adjustments $ 391,214 $ 3,222 $ 3,395 $ 205 $ 398,036 $ 161 $ 1,446 $ 1,607 $ 2,578
Unallocated portfolio-layer hedges
cumulative basis adjustments(10) $ 592
Total Citigroup(11)(12) $ 398,628
Non-accrual Non-accrual
30–89 ≥ 90 days Past due loans for loans for 90 days
Total days past past government Total which there is which there is Total past due
In millions of dollars current(1)(2) due(3) due(3) guaranteed(4) loans no ACLL an ACLL non-accrual and accruing
In North America offices(5)
Residential first mortgages(6) $ 113,613 $ 397 $ 349 $ 234 $ 114,593 $ 114 $ 409 $ 523 $ 128
Home equity loans(7)(8) 3,060 23 58 — 3,141 25 114 139 —
Credit cards 166,021 2,333 2,705 — 171,059 — — — 2,705
Personal, small business and other(9) 33,010 94 50 1 33,155 7 154 161 2
Total $ 315,704 $ 2,847 $ 3,162 $ 235 $ 321,948 $ 146 $ 677 $ 823 $ 2,835
In offices outside North America(5)
Residential mortgages(6) $ 24,358 $ 38 $ 60 $ — $ 24,456 $ — $ 155 $ 155 $ —
Credit cards 12,523 190 214 — 12,927 — 211 211 72
Personal, small business and other(9) 33,859 100 36 — 33,995 — 121 121 —
Total $ 70,740 $ 328 $ 310 $ — $ 71,378 $ — $ 487 $ 487 $ 72
Total excluding portfolio-layer hedges
cumulative basis adjustments $ 386,444 $ 3,175 $ 3,472 $ 235 $ 393,326 $ 146 $ 1,164 $ 1,310 $ 2,907
Unallocated portfolio-layer hedges
cumulative basis adjustments(10) $ (224)
Total Citigroup(11)(12) $ 393,102
(1) Loans less than 30 days past due are presented as current.
(2) Includes $26 million and $281 million at September 30, 2025 and December 31, 2024, respectively, of residential first mortgages recorded at fair value.
(3) Excludes loans guaranteed by U.S. government-sponsored agencies. Excludes delinquencies on $25.2 billion and $21.6 billion of classifiably managed Private Bank loans in North America and
outside North America, respectively, at September 30, 2025. Excludes delinquencies on $25.9 billion and $17.6 billion of classifiably managed Private Bank loans in North America and outside North
America, respectively, at December 31, 2024.
(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, 2025 and December 31, 2024, respectively.
(5) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.
141
(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 $18.7 billion
of residential mortgages outside North America related to Wealth at September 30, 2025. Includes approximately $0.2 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 $19.1 billion of residential mortgages outside North America related to Wealth at December 31, 2024.
(7) Includes less than $0.1 billion and less than $0.1 billion at September 30, 2025 and December 31, 2024, 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, 2025, Wealth in North America includes $27.4 billion of loans, of which $25.2 billion are classifiably managed with 80% rated investment grade, and Wealth outside North
America includes $30.0 billion of loans, of which $21.6 billion are classifiably managed with 54% rated investment grade. As of December 31, 2024, Wealth in North America includes $28.1 billion
of loans, of which $25.9 billion are classifiably managed with 83% rated investment grade, and Wealth outside North America includes $25.4 billion of loans, of which $17.6 billion are classifiably
managed with 56% 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 $939 million and $889 million at September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, 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, 2025, the Company reversed accrued interest (primarily related to credit cards) of approximately $0.4 billion and $1.4 billion, respectively.
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.
These reversals of accrued interest are reflected as a reduction to Interest income in the Consolidated Statement of Income.
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
In millions of dollars September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
In North America offices(1)
Residential first mortgages $ 3 $ 2 $ 7 $ 7
Home equity loans 1 1 3 4
Personal, small business and other — 1 1 1
Total $ 4 $ 4 $ 11 $ 12
In offices outside North America(1)
Residential mortgages $ 3 $ 2 $ 7 $ 7
Personal, small business and other — — 1 1
Total $ 3 $ 2 $ 8 $ 8
Total Citigroup $ 7 $ 6 $ 19 $ 20
(1) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.
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Consumer Credit Scores (FICO) With respect to Citi’s consumer loan portfolio outside of the U.S. as of
The following tables provide details on the Fair Isaac Corporation (FICO) September 30, 2025 and December 31, 2024 ($79.4 billion and
scores for Citi’s U.S. consumer loan portfolio based on end-of-period $72.5 billion, respectively), various country-specific or regional credit risk
receivables by year of origination. FICO scores are updated monthly for metrics and acquisition and behavior scoring models are leveraged as one of
substantially all of the portfolio or, otherwise, on a quarterly basis for the the factors to evaluate the credit quality of customers (see “Consumer Loans
remaining portfolio. Loans that did not have FICO scores as of the prior and Ratios Outside of North America” below). As a result, details of
period have been updated with FICO scores as they become available. relevant credit quality indicators for those loans are not comparable to the
below FICO score distribution for the U.S. portfolio.
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FICO score distribution—U.S. portfolio December 31, 2024
Greater
Less than 660 than or equal to Classifiably FICO not Total
In millions of dollars 660 to 739 740 managed(1) available(2) loans
Residential first mortgages
2024 $ 123 $ 2,213 $ 10,308
2023 223 2,451 12,936
2022 354 3,272 16,034
2021 312 2,745 14,651
2020 298 1,990 12,245
Prior 1,473 5,034 20,573
Total residential first mortgages $ 2,783 $ 17,705 $ 86,747 $ — $ 7,358 $ 114,593
Home equity line of credit (pre-reset) $ 266 $ 764 $ 1,597
Home equity line of credit (post-reset) 58 80 75
Home equity term loans 45 87 114
2024 — — —
2023 — — —
2022 — — —
2021 — — 1
2020 — 1 2
Prior 45 86 111
Total home equity loans $ 369 $ 931 $ 1,786 $ — $ 55 $ 3,141
Credit cards $ 22,855 $ 59,574 $ 83,935
Revolving loans converted to term loans(3) 1,462 668 129
Total credit cards(4) $ 24,317 $ 60,242 $ 84,064 $ — $ 1,874 $ 170,497
Personal, small business and other
2024 $ 96 $ 398 $ 1,219
2023 132 282 577
2022 131 180 271
2021 28 38 54
2020 2 2 4
Prior 94 152 150
Total personal, small business and other(5)(6) $ 483 $ 1,052 $ 2,275 $ 25,860 $ 2,730 $ 32,400
Total(7) $ 27,952 $ 79,930 $ 174,872 $ 25,860 $ 12,017 $ 320,631
(1) These personal, small business and other loans without a FICO score available include $25.2 billion and $25.9 billion of Private Bank loans as of September 30, 2025 and December 31, 2024,
respectively, which are classifiably managed within Wealth and are primarily evaluated for credit risk based on their internal risk ratings. As of September 30, 2025 and December 31, 2024,
approximately 80% and 83% of these loans, respectively, were rated investment grade.
(2) FICO scores not available are primarily driven by loans associated with clients whose underlying properties are held in trusts or LLCs, for non-U.S. citizens, and loans guaranteed by government-
sponsored entities, for which FICO scores are generally not considered by Citi.
(3) Not included in the tables above are $50 million and $33 million of revolving credit card loans outside of the U.S. that were converted to term loans as of September 30, 2025 and December 31, 2024,
respectively.
(4) Excludes $572 million and $562 million of balances related to Canada for September 30, 2025 and December 31, 2024, respectively.
(5) Excludes $833 million and $755 million of balances related to Canada for September 30, 2025 and December 31, 2024, respectively.
(6) Includes approximately $16 million and $22 million of personal revolving loans that were converted to term loans for September 30, 2025 and December 31, 2024, respectively.
(7) Excludes $592 million and $(224) million of unallocated portfolio-layer hedges cumulative basis adjustments at September 30, 2025 and December 31, 2024, respectively.
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Consumer Gross Credit Losses
The following tables provide details on gross credit losses recognized during the nine months ended September 30, 2025 and 2024, by year of loan origination:
145
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.
(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 $592 million and $(224) million of unallocated portfolio-layer cumulative basis adjustments at September 30, 2025 and December 31, 2024, respectively.
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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:
(1) Mortgage portfolios outside of the U.S. are primarily in Wealth. As of September 30, 2025 and December 31, 2024, mortgage portfolios outside of the U.S. had an average LTV of approximately 57%
and 58%, respectively.
147
Consumer Loans and Ratios Outside of North America
148
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, 2025 and 2024 to
borrowers experiencing financial difficulty by type of modification granted and the financial effect of those modifications:
(1) The above tables reflect activity for loans outstanding as of the end of the reporting period. During the three months ended September 30, 2025 and 2024, Citi granted forgiveness of less than
$1 million and less than $1 million in residential first mortgage loans, $38 million and $30 million in credit card loans and $3 million and $1 million in personal, small business and other loans,
respectively. As a result, there were no outstanding balances as of September 30, 2025 and 2024.
(2) Commitments to lend to borrowers experiencing financial difficulty that were granted modifications included in the tables above were immaterial at September 30, 2025 and 2024.
(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, 2025 and 2024.
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For the Nine Months Ended September 30, 2025
Total Combination:
modifications Combination: interest rate Weighted- Weighted-
balance at interest rate Combination: reduction, term Weighted-average average term average delay
In millions of dollars, except weighted Modifications as % September 30, Interest rate Term Payment reduction and term extension and extension and interest rate extension in payments
averages of loans 2025(1)(2)(3) reduction extension delay term extension payment delay payment delay reduction % (months) (months)
In North America offices(4)
Residential first mortgages(5) 0.30 % $ 355 $ 1 $ 39 $ 299 $ 16 $ — $ — —% 139 9
Home equity loans 0.10 3 — — 3 — — — — — 8
Credit cards 0.71 1,196 1,195 — 1 — — — 25 — 4
Personal, small business and other 0.08 25 1 — — 24 — — 8 19 —
Total 0.49 % $ 1,579 $ 1,197 $ 39 $ 303 $ 40 $ — $ —
In offices outside North America(4)
Residential mortgages 0.13 % $ 31 $ — $ — $ 27 $ 4 $ — $ — 2% 183 12
Credit cards 0.15 20 19 — — 1 — — 24 21 —
Personal, small business and other 0.07 28 7 — — 21 — — 6 25 —
Total 0.10 % $ 79 $ 26 $ — $ 27 $ 26 $ — $ —
(1) The above tables reflect activity for loans outstanding as of the end of the reporting period. During the nine months ended September 30, 2025 and 2024, Citi granted forgiveness of $1 million and
$2 million in residential first mortgage loans, $93 million and $58 million in credit card loans and $3 million and $2 million in personal, small business and other loans, respectively. As a result, there
were no outstanding balances as of September 30, 2025 and 2024.
(2) Commitments to lend to borrowers experiencing financial difficulty that were granted modifications included in the tables above were immaterial at September 30, 2025 and 2024.
(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, 2025 and 2024.
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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,
including loans that were modified during the 12 months ended September 30, 2025 and the year ended December 31, 2024:
(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.
151
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, 2025 and 2024. Default is defined as
60 days past due:
(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.
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For the Nine Months Ended September 30, 2025
Combination: Combination: interest
interest rate Combination: term rate reduction, term
Interest rate Term Payment reduction and term extension and extension and
In millions of dollars Total(1)(2) reduction extension delay extension payment delay payment delay
In North America offices(3)
Residential first mortgages $ 25 $ — $ 15 $ — $ 10 $ — $ —
Home equity loans — — — — — — —
Credit cards(4) 150 150 — — — — —
Personal, small business and other 2 — — — 2 — —
Total $ 177 $ 150 $ 15 $ — $ 12 $ — $ —
In offices outside North America(3)
Residential mortgages $ 4 $ — $ — $ 3 $ 1 $ — $ —
Credit cards(4) 2 2 — — — — —
Personal, small business and other 4 — — — 4 — —
Total $ 10 $ 2 $ — $ 3 $ 5 $ — $ —
(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.
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15. ALLOWANCE FOR CREDIT LOSSES
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Allowance for credit losses on loans (ACLL) at beginning of period $ 19,123 $ 18,216 $ 18,574 $ 18,145
Gross credit losses on loans (2,726) (2,609) (8,375) (8,014)
Gross recoveries on loans 512 437 1,468 1,256
Net credit losses (NCLs) on loans $ (2,214) $ (2,172) $ (6,907) $ (6,758)
Replenishment of NCLs $ 2,214 $ 2,172 $ 6,907 $ 6,758
Net reserve builds (releases) for loans (10) 254 466 636
Net specific reserve builds (releases) for loans 55 (44) (76) (231)
Total provision for credit losses on loans (PCLL) $ 2,259 $ 2,382 $ 7,297 $ 7,163
Initial allowance for credit losses on newly purchased credit-deteriorated assets during the
period(1) — 23 — 23
Other, net (see table below) 38 (93) 242 (217)
ACLL at end of period $ 19,206 $ 18,356 $ 19,206 $ 18,356
Allowance for credit losses on unfunded lending commitments (ACLUC) at beginning of
period(2) $ 1,721 $ 1,619 $ 1,601 $ 1,728
Provision (release) for credit losses on unfunded lending commitments 100 105 189 (1)
Other, net (1) 1 30 (2)
ACLUC at end of period(2) $ 1,820 $ 1,725 $ 1,820 $ 1,725
Total ACLL and ACLUC $ 21,026 $ 20,081 $ 21,026 $ 20,081
Allowance for credit losses on other assets at beginning of period(3) $ 2,699 $ 1,911 $ 1,865 $ 1,788
NCLs on other assets (7) (6) (25) (21)
Provision (release) for credit losses on other assets 79 110 499 226
Other, net(4) (150) (146) 282 (124)
Allowance for credit losses on other assets at end of period(3) $ 2,621 $ 1,869 $ 2,621 $ 1,869
Allowance for credit losses on HTM debt securities at beginning of period $ 136 $ 99 $ 137 $ 95
Provision (release) for credit losses on HTM debt securities (5) 50 (3) 55
Other, net — (8) (3) (9)
Allowance for credit losses on HTM debt securities at end of period $ 131 $ 141 $ 131 $ 141
Total ACL $ 23,778 $ 22,091 $ 23,778 $ 22,091
Other, net details (ACLL) Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Reclasses of consumer ACLL to HFS(5) $ — $ — $ (29) $ —
FX translation and other 38 (93) 271 (217)
Other, net (ACLL) $ 38 $ (93) $ 242 $ (217)
(1) Upon acquisition, the par value of the purchased credit-deteriorated assets was approximately $37 million during the three months ended September 30, 2024, and $46 million during the nine months
ended September 30, 2024.
(2) Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in Other liabilities on the Consolidated Balance Sheet.
(3) See additional details on the Allowance for credit losses on other assets below.
(4) Primarily reflects the impact of FX translation on the ACL on Other assets for transfer risk associated with exposures outside the U.S.
(5) See Note 2.
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Allowance for Credit Losses on Loans (ACLL) and End-of-Period Loans
(1) Upon acquisition, the par value of the purchased credit-deteriorated assets was approximately $37 million during the three months ended September 30, 2024, and $46 million during the nine months
ended September 30, 2024.
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Changes in the ACL (September 30, 2025 vs. December 31, 2024)
The total allowance for credit losses on loans, leases, unfunded lending
commitments, other assets and HTM debt securities (in aggregate, total
ACL) as of September 30, 2025 was $23,778 million, an increase of
$1,601 million from $22,177 million at December 31, 2024, driven by
changes in the macroeconomic outlook, FX translation on the ACL and
transfer risk associated with Russia.
Consumer ACLL
Citi’s total consumer allowance for credit losses on loans (ACLL) as of
September 30, 2025 was $16,205 million, an increase of $187 million from
$16,018 million at December 31, 2024. The increase was driven by FX
translation on the ACLL within All Other consumer.
Corporate ACLL
Citi’s total corporate ACLL as of September 30, 2025 was $3,001 million,
an increase of $445 million from $2,556 million at December 31, 2024. The
increase was driven by changes in portfolio composition, including credit
quality and exposure growth, and changes in the macroeconomic outlook.
ACLUC
As of September 30, 2025, Citi’s total allowance for unfunded lending
commitments (ACLUC), included in Other liabilities, was $1,820 million,
an increase of $219 million from $1,601 million at December 31, 2024. The
increase was driven by changes in portfolio composition, including
exposure growth, and changes in the macroeconomic outlook.
156
Allowance for Credit Losses on Other Assets
(1) Primarily ACL related to transfer risk associated with exposures outside the U.S.
157
Three Months Ended September 30, 2024
Securities borrowed and
purchased under
Deposits with agreements
In millions of dollars banks to resell All other assets(1) Total
Allowance for credit losses on other assets at beginning of quarter $ 21 $ 33 $ 1,857 $ 1,911
Adjustment to opening balance for CECL adoption — — — —
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
(1) Primarily ACL related to transfer risk associated with exposures outside the U.S.
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16. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The changes in Goodwill were as follows:
In millions of dollars Services Markets Banking USPB Wealth All Other Total
Balance at December 31, 2024 $ 2,052 $ 5,674 $ 1,002 $ 5,219 $ 4,451 $ 902 $ 19,300
Foreign currency translation 11 75 3 16 — 17 122
Balance at March 31, 2025 $ 2,063 $ 5,749 $ 1,005 $ 5,235 $ 4,451 $ 919 $ 19,422
Foreign currency translation 109 171 20 71 2 83 456
Balance at June 30, 2025 $ 2,172 $ 5,920 $ 1,025 $ 5,306 $ 4,453 $ 1,002 $ 19,878
Foreign currency translation (19) (49) 1 21 — 20 (26)
Impairment of goodwill(1) — — — — — (726) (726)
Balance at September 30, 2025 $ 2,153 $ 5,871 $ 1,026 $ 5,327 $ 4,453 $ 296 $ 19,126
(1) In connection with the agreed-upon bid received for Banamex, a goodwill impairment of $726 million ($714 million after-tax) was incurred in the Mexico Consumer/SBMM reporting unit of All
Other—Legacy Franchises during the third quarter.
Citi tests for goodwill impairment annually as of October 1 (the annual No other events or circumstances were identified as part of the
test) and conducts interim assessments between the annual tests if an event qualitative assessment performed as of September 30, 2025. For additional
occurs or circumstances change that would more-likely-than-not reduce the information regarding Citi’s goodwill impairment testing process, see Notes
fair value of a reporting unit below its carrying amount. 1 and 17 to the Consolidated Financial Statements in Citi’s 2024 Form 10-
Citi performed an interim goodwill impairment test in the third quarter K.
of 2025, in connection with the agreed-upon bid received for Banamex. The Unanticipated declines in business performance, increases in credit
test resulted in an impairment of $726 million ($714 million after-tax) in the losses, increases in capital requirements and adverse regulatory or
Mexico Consumer/SBMM reporting unit within All Other—Legacy legislative changes, and deterioration in economic or market conditions, as
Franchises, recorded in Other operating expenses. The fair value of that well as circumstances related to Citi’s strategic refresh, are factors that
reporting unit was estimated using the agreed-upon bid from the buyer as a could result in a material impairment loss to earnings in a future period
key assumption, which was considered a significant unobservable input related to some portion of the associated goodwill.
(Level 3 fair value inputs). Reporting units used for goodwill assessment at the Citigroup
consolidated level may differ from the reporting units of its subsidiaries.
Intangible Assets
The components of intangible assets were as follows:
159
The changes in intangible assets were as follows:
(1) Reflects intangibles for the value of purchased cardholder relationships, which are discrete from contract-related intangibles.
(2) Reflects contract-related intangibles associated with Citi’s credit card program agreements with partners.
(3) See Note 21.
17. DEPOSITS
September December
30, 31,
In millions of dollars 2025(1) 2024
Non-interest-bearing deposits in U.S. offices $ 116,921 $ 123,338
Interest-bearing deposits in U.S. offices (including $1,878
and $1,262 as of September 30, 2025 and December 31,
2024, respectively, at fair value) 592,728 551,547
Total deposits in U.S. offices(1) $ 709,649 $ 674,885
Non-interest-bearing deposits in offices outside the U.S.
(including $519 million and $383 million as of
September 30, 2025 and December 31, 2024, respectively,
at fair value) $ 83,920 $ 84,349
Interest-bearing deposits in offices outside the U.S.
(including $1,287 and $1,963 as of September 30, 2025
and December 31, 2024, respectively, at fair value) 590,360 525,224
Total deposits in offices outside the U.S.(1) $ 674,280 $ 609,573
Total deposits $ 1,383,929 $ 1,284,458
(1) For information on time deposits that met or exceeded the insured limit at December 31, 2024, see Note 18 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K.
For additional information on Citi’s deposits, see Citi’s 2024 Form 10-K.
160
18. DEBT Long-Term Debt
For additional information regarding Citi’s short-term borrowings and long- September 30,
term debt, see Note 19 to the Consolidated Financial Statements in Citi’s In millions of dollars 2025 December 31, 2024
2024 Form 10-K. Citigroup Inc.(1) $ 174,661 $ 164,024
Bank(2) 40,489 35,470
Short-Term Borrowings Broker-dealer and other(3) 100,696 87,806
Total $ 315,846 $ 287,300
September 30, December 31,
In millions of dollars 2025 2024
(1) Represents the parent holding company.
Commercial paper (2) Represents Citibank entities as well as other bank entities. At September 30, 2025 and
Bank(1) $ 13,139 $ 15,127 December 31, 2024, collateralized long-term advances from the Federal Home Loan
Broker-dealer and other(2) 6,252 13,789 Banks were $6.0 billion and $8.5 billion, respectively.
(3) Represents broker-dealer and other non-bank subsidiaries that are consolidated into
Total commercial paper $ 19,391 $ 28,916
Citigroup Inc., the parent holding company. Certain Citigroup consolidated hedging
Other borrowings(3) 35,369 19,589 activities are also included in this line.
Total $ 54,760 $ 48,505
Long-term debt outstanding includes trust preferred securities with a
(1) Represents Citibank entities as well as other bank entities. balance sheet carrying value of $1.6 billion at September 30, 2025 and
(2) Represents broker-dealer and other non-bank subsidiaries that are consolidated into December 31, 2024.
Citigroup Inc., the parent holding company.
(3) Includes borrowings from Federal Home Loan Banks and other market participants. At
September 30, 2025 and December 31, 2024, collateralized short-term advances from
Federal Home Loan Banks were $6.0 billion and $5.0 billion, respectively.
The following table summarizes Citi’s outstanding trust preferred securities at September 30, 2025:
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.
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19. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)
Changes in each component of Citigroup’s Accumulated other comprehensive income (loss) were as follows:
Net
unrealized Excluded Accumulated
gains (losses) Debt valuation component of Long-duration other
on debt adjustment Cash flow Benefit CTA, net of fair value insurance comprehensive
In millions of dollars securities (DVA)(1) hedges(2) plans(3) hedges(4)(5) hedges contracts(6) income (loss)
Three Months Ended
September 30, 2025
Balance, June 30, 2025 $ (2,044) $ (684) $ (141) $ (5,690) $ (35,232) $ (45) $ 50 $ (43,786)
Other comprehensive income before
reclassifications 523 (1,044) (75) (20) 138 11 (10) (477)
Increase (decrease) due to amounts
reclassified from AOCI (73) 23 100 46 (3) — — 93
Change, net of taxes $ 450 $ (1,021) $ 25 $ 26 $ 135 $ 11 $ (10) $ (384)
Balance at September 30, 2025 $ (1,594) $ (1,705) $ (116) $ (5,664) $ (35,097) $ (34) $ 40 $ (44,170)
Nine Months Ended
September 30, 2025
Balance, December 31, 2024 $ (2,837) $ (1,121) $ (220) $ (5,627) $ (38,047) $ (52) $ 52 $ (47,852)
Other comprehensive income before
reclassifications 1,502 (613) (267) (171) 2,941 15 (12) 3,395
Increase (decrease) due to amounts
reclassified from AOCI (259) 29 371 134 9 3 — 287
Change, net of taxes $ 1,243 $ (584) $ 104 $ (37) $ 2,950 $ 18 $ (12) $ 3,682
Balance at September 30, 2025 $ (1,594) $ (1,705) $ (116) $ (5,664) $ (35,097) $ (34) $ 40 $ (44,170)
(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 actuarial valuations of the Company’s significant pension and postretirement plans, actuarial valuations of all other plans and amortization of amounts
previously recognized in other comprehensive income. Citigroup remeasures its significant pension and postretirement benefits plans’ obligations and assets by updating plan actuarial assumptions
quarterly, when certain conditions are met to trigger interim remeasurement. No interim remeasurement occurred for the third quarter of 2025.
(4) Primarily reflects the movements in (by order of impact) the Mexican peso, euro and Brazilian real against the U.S. dollar and changes in related tax effects and hedges for the three months ended
September 30, 2025. Primarily reflects the movements in (by order of impact) the euro, Mexican peso, Polish zloty, Brazilian real, South Korean won, Singapore dollar and Japanese yen against the
U.S. dollar and changes in related tax effects and hedges for the nine months ended
162
September 30, 2025. 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. 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) Citi’s AOCI includes CTA losses, net of hedges and taxes, amounting to approximately $(9) billion, attributable to Banamex and its consolidated subsidiaries as of September 30, 2025.
(6) Reflects the change in the liability for future policyholder benefits for certain long-duration life-contingent annuity contracts that are issued by a regulated Banamex insurance subsidiary within
Mexico Consumer/SBMM 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 $491 million and $463 million at September 30, 2025 and 2024, respectively.
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The pretax and after-tax changes in each component of Accumulated other comprehensive income (loss) were as follows:
In millions of dollars Pretax Tax effect(1) After-tax
Three Months Ended September 30, 2025
Balance, June 30, 2025 $ (49,927) $ 6,141 $ (43,786)
Change in net unrealized gains (losses) on debt securities 613 (163) 450
Debt valuation adjustment (DVA) (1,293) 272 (1,021)
Cash flow hedges 44 (19) 25
Benefit plans 20 6 26
Foreign currency translation adjustment (CTA) 67 68 135
Excluded component of fair value hedges 14 (3) 11
Long-duration insurance contracts (16) 6 (10)
Change $ (551) $ 167 $ (384)
Balance at September 30, 2025 $ (50,478) $ 6,308 $ (44,170)
Nine Months Ended September 30, 2025
Balance, December 31, 2024 $ (54,439) $ 6,587 $ (47,852)
Change in net unrealized gains (losses) on debt securities 1,720 (477) 1,243
DVA (684) 100 (584)
Cash flow hedges 140 (36) 104
Benefit plans (55) 18 (37)
CTA 2,834 116 2,950
Excluded component of fair value hedges 22 (4) 18
Long-duration insurance contracts (16) 4 (12)
Change $ 3,961 $ (279) $ 3,682
Balance at September 30, 2025 $ (50,478) $ 6,308 $ (44,170)
(1) Income tax effects of these items are released from AOCI contemporaneously with the related gross pretax amount.
164
The Company recognized pretax (gains) losses related to amounts in AOCI reclassified to the Consolidated Statement of Income as follows:
(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.
(4) The pretax amount is reclassified to Other revenue in the Consolidated Statement of Income.
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20. PREFERRED STOCK
Carrying value
(in millions of dollars)
Redemption Number
Redeemable by issuer Dividend rate as of price per depositary of depositary September 30, December 31,
Issuance date beginning September 30, 2025 share/preference share shares 2025 2024
Series P(1) April 24, 2015 May 15, 2025 N/A $ 1,000 2,000,000 $ — $ 2,000
Series T(2) April 25, 2016 August 15, 2026 6.250 % 1,000 1,500,000 1,500 1,500
Series V(3) January 23, 2020 January 30, 2025 N/A 1,000 1,500,000 — 1,500
Series W(4) December 10, 2020 December 10, 2025 4.000 1,000 1,500,000 1,500 1,500
Series X(5) February 18, 2021 February 18, 2026 3.875 1,000 2,300,000 2,300 2,300
Series Y(6) October 27, 2021 November 15, 2026 4.150 1,000 1,000,000 1,000 1,000
Series Z(7) March 7, 2023 May 15, 2028 7.375 1,000 1,250,000 1,250 1,250
Series AA(8) September 21, 2023 November 15, 2028 7.625 1,000 1,500,000 1,500 1,500
Series BB(9) March 6, 2024 May 15, 2029 7.200 1,000 550,000 550 550
Series CC(10) May 29, 2024 August 15, 2029 7.125 1,000 1,750,000 1,750 1,750
Series DD(11) July 30, 2024 August 15, 2034 7.000 1,000 1,500,000 1,500 1,500
Series EE(12) December 3, 2024 February 15, 2030 6.750 1,000 1,500,000 1,500 1,500
Series FF(13) February 12, 2025 February 15, 2030 6.950 1,000 2,000,000 2,000 —
Series GG(14) July 23, 2025 August 15, 2030 6.875 1,000 2,700,000 2,700 —
$ 19,050 $ 17,850
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same dates at a fixed rate that resets on the Series EE reset date and every five years thereafter equal to the five-year treasury rate plus 2.572%, 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, February 15, 2030, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series FF reset date and every
five years thereafter equal to the five-year treasury rate plus 2.726%, 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, 2030, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series GG reset date and every five
years thereafter equal to the five-year treasury rate plus 2.890%, in each case when, as and if declared by the Citi Board of Directors.
N/A Not applicable, as the series has been redeemed.
167
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 2024 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:
(1) The definition of maximum exposure to loss is included in the text that follows this table.
(2) Included on Citigroup’s September 30, 2025 and December 31, 2024 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 $125.1 billion and $45.5 billion in unconsolidated VIE assets and $1,191 million and $824 million in
maximum exposure to loss as of September 30, 2025 and December 31, 2024, respectively.
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The previous tables do not include: The asset balances for consolidated VIEs represent the carrying
amounts of the assets consolidated by the Company. The carrying amount
• certain investment funds for which the Company provides investment may represent the amortized cost or the current fair value of the assets
management services and personal estate trusts for which the Company depending on the classification of the asset (e.g., loan or security) and the
provides administrative, trustee and/or investment management associated accounting model ascribed to that classification.
services; The asset balances for unconsolidated VIEs in which the Company has
• certain third-party-sponsored private equity funds to which the significant involvement represent the most current information available to
Company provides credit facilities. The Company has no decision- the Company. In most cases, the asset balances represent an amortized cost
making power and does not consolidate these funds, some of which basis without regard to impairments, unless fair value information is readily
may meet the definition of a VIE. The Company’s maximum exposure available to the Company.
to loss is generally limited to a loan or lending-related commitment. As The maximum funded exposure represents the balance sheet carrying
of September 30, 2025 and December 31, 2024, the Company’s amount of the Company’s investment in the VIE. It reflects the initial
maximum exposure to loss related to these transactions was $9.1 billion amount of cash invested in the VIE, adjusted for any accrued interest and
and $8.1 billion, respectively (see Note 14 and Note 23 to the cash principal payments received. The carrying amount may also be
Consolidated Financial Statements in Citi’s 2024 Form 10-K); adjusted for increases or declines in fair value or any impairment in value
• certain VIEs structured by third parties in which the Company holds recognized in earnings. The maximum exposure of unfunded positions
securities in inventory, as these investments are made on arm’s-length represents the remaining undrawn committed amount, including liquidity
terms; and credit facilities provided by the Company or the notional amount of a
• certain positions in mortgage- and asset-backed securities held by the derivative instrument considered to be a variable interest. In certain
Company, which are classified as Trading account assets, Investments transactions, the Company has entered into derivative instruments or other
or Loans, in which the Company has no other involvement with the arrangements that are not considered variable interests in the VIE (e.g.,
related securitization entity deemed to be significant (see Notes 13, 14 interest rate swaps, cross-currency swaps or where the Company is the
and 23); purchaser of credit protection under a credit default swap or total return
• certain representations and warranties exposures in Citigroup swap where the Company pays the total return on certain assets to the SPE).
residential mortgage securitizations, in which the original mortgage Receivables under such arrangements are not included in the maximum
loan balances are no longer outstanding; and exposure amounts.
• 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.
Consolidated VIEs
The Company engages in on-balance sheet securitizations, which are
securitizations that do not qualify for sales treatment; thus, the assets remain
on Citi’s Consolidated Balance Sheet, and any proceeds received are
recognized as secured liabilities. In general, the third-party investors in the
obligations of consolidated VIEs have legal recourse only to the assets of
the respective VIEs and do not have such recourse to the Company, except
where Citi has provided a guarantee to the investors or is the counterparty to
certain derivative transactions involving the VIE. Thus, Citigroup’s
maximum legal exposure to loss related to consolidated VIEs is significantly
less than the carrying value of the consolidated VIE assets due to
outstanding third-party financing.
Intercompany assets and liabilities are excluded from Citi’s
Consolidated Balance Sheet. All VIE assets are restricted from being sold or
pledged as collateral. The cash flows from these assets are the only source
used to pay down the associated liabilities, which are non-recourse to Citi’s
general assets.
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The following tables present assets and liabilities related to consolidated VIEs, which are included on Citi’s Consolidated Balance Sheet. These assets can only be
used to settle obligations of consolidated VIEs. In addition, the assets and liabilities of consolidated VIEs include only third-party balances 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.
September
30,
December
2025 31,
In millions of dollars (Unaudited) 2024
Assets of consolidated VIEs to be used to settle
obligations of consolidated VIEs
Cash and due from banks $ 73 $ 65
Trading account assets 7,225 6,971
Investments 2,324 739
Loans, net of unearned income
Consumer 30,742 32,958
Corporate 19,446 21,492
Loans, net of unearned income $ 50,188 $ 54,450
Allowance for credit losses on loans (ACLL) (2,213) (2,376)
Total loans, net $ 47,975 $ 52,074
Other assets 119 190
Total assets of consolidated VIEs to be used to settle
obligations of consolidated VIEs $ 57,716 $ 60,039
September
30,
December
2025 31,
In millions of dollars (Unaudited) 2024
Liabilities of consolidated VIEs for which creditors or
beneficial interest holders
do not have recourse to the general credit of Citigroup
Short-term borrowings $ 12,606 $ 13,628
Long-term debt 6,906 5,271
Other liabilities 450 920
Total liabilities of consolidated VIEs for which
creditors or beneficial interest holders
do not have recourse to the general credit of Citigroup $ 19,962 $ 19,819
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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:
The following table summarizes selected cash flow information related to Citigroup’s credit card securitizations:
Three Months Ended September 30, Nine Months Ended September 30,
In billions of dollars 2025 2024 2025 2024
Proceeds from new securitizations $ — $ — $ 2.0 $ —
Paydown of maturing notes 0.4 0.2 0.4 1.3
Master Trust Liabilities (at Par Value) Omni Trust Liabilities (at Par Value)
The weighted average maturity of the third-party term notes issued by the The weighted average maturity of the third-party term notes issued by the
Master Trust was 3.3 years as of September 30, 2025 and 3.6 years as of Omni Trust was 0.6 years as of September 30, 2025 and 1.4 years as of
December 31, 2024. December 31, 2024.
In billions of dollars Sep. 30, 2025 Dec. 31, 2024 In billions of dollars Sep. 30, 2025 Dec. 31, 2024
Term notes issued to third parties $ 6.0 $ 4.3 Term notes issued to third parties $ 0.9 $ 0.9
Term notes retained by Citigroup affiliates 1.9 1.7 Term notes retained by Citigroup affiliates 1.5 2.0
Total Master Trust liabilities $ 7.9 $ 6.0 Total Omni Trust liabilities $ 2.4 $ 2.9
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Mortgage Securitizations
The following tables summarize selected cash flow information and retained interests related to Citigroup mortgage securitizations:
Gains recognized on the securitization of U.S. agency-sponsored Gains recognized on the securitization of U.S. agency-sponsored
mortgages were less than $1 million for the three and nine months ended mortgages were less than $1 million for the three and nine months ended
September 30, 2025. Gains recognized on the securitization of non-agency- September 30, 2024. Gains recognized on the securitization of non-agency-
sponsored mortgages were $69.2 million and $164.8 million for the three sponsored mortgages were $44.8 million and $126.8 million for the three
and nine months ended September 30, 2025, respectively. and nine months ended September 30, 2024, respectively.
(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:
(1) Securitized assets include $0.1 billion of personal loan securitizations as of September 30, 2025.
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Consumer Loan Securitizations and $17.0 billion for the three and nine months ended September 30, 2024,
Beginning in the third quarter of 2023, Citi relaunched a program respectively.
securitizing other consumer loans into asset-backed securities. The principal As of September 30, 2025, the fair value of Citi-retained interests in
securitized for the three and nine months ended September 30, 2025 was agency re-securitization transactions structured by Citi totaled
$0.3 billion and $0.9 billion, respectively. The proceeds from new approximately $2.6 billion (including $1.8 billion related to re-securitization
securitizations for the three and nine months ended September 30, 2025 transactions executed in 2025), compared to $1.6 billion as of December 31,
were $0.3 billion and $0.8 billion, respectively. The gains recognized on the 2024 (including $977 million related to re-securitization transactions
securitization of consumer loans were $2.1 million and $2.7 million for the executed in 2024), which is recorded in Trading account assets. The original
three and nine months ended September 30, 2025, respectively. fair values of agency re-securitization transactions in which Citi holds a
retained interest as of September 30, 2025 and December 31, 2024 were
Mortgage Servicing Rights (MSRs) approximately $78.0 billion and $76.8 billion, respectively.
In connection with the securitization of mortgage loans, Citi’s U.S. As of September 30, 2025 and December 31, 2024, the Company did
consumer mortgage business generally retains the servicing rights, which not consolidate any private label or agency re-securitization entities.
entitle the Company to a future stream of cash flows based on the
outstanding principal balances of the loans and the contractual servicing fee. Citi-Administered Asset-Backed Commercial Paper Conduits
Failure to service the loans in accordance with contractual requirements At September 30, 2025 and December 31, 2024, the commercial paper
may lead to a termination of the servicing rights and the loss of future conduits administered by Citi had approximately $19.0 billion and $21.3
servicing fees. These transactions create intangible assets referred to as billion of purchased assets outstanding, and unfunded commitments with
MSRs, which are recorded at fair value on Citi’s Consolidated Balance clients of approximately $16.9 billion and $16.7 billion, respectively.
Sheet (see Note 23 for the valuation of MSRs). The MSRs correspond to At September 30, 2025 and December 31, 2024, the weighted-average
principal loan balances of $58 billion and $55 billion as of September 30, remaining maturities of the commercial paper issued by the conduits were
2025 and 2024, respectively. approximately 58 and 82 days, respectively.
The Company receives fees during the course of servicing previously The conduits have obtained letters of credit from the Company that
securitized mortgages. The amounts of these fees were as follows: 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
Three Months Ended Nine Months Ended to the conduits total approximately $1.9 billion and $2.1 billion as of
September 30, September 30, September 30, 2025 and December 31, 2024, respectively. In the event that
In millions of dollars 2025 2024 2025 2024 defaulted assets exceed the transaction-specific credit enhancement
Servicing fees $ 37 $ 30 $ 112 $ 95 described above, any losses in each conduit are allocated first to the
Late fees 1 — 2 1 Company and then to the commercial paper investors.
Total MSR fees $ 38 $ 30 $ 114 $ 96 At September 30, 2025 and December 31, 2024, the Company owned
$6.1 billion and $6.4 billion, respectively, of the commercial paper issued by
its administered conduits. The Company’s investments were not driven by
In the Consolidated Statement of Income these fees are primarily market illiquidity and the Company is not obligated under any agreement to
classified as Commissions and fees, and changes in MSR fair values are purchase the commercial paper issued by the conduits.
classified as Other revenue.
Municipal Securities Tender Option Bond (TOB) Trusts
Re-securitizations The Company provides credit enhancement for certain non-customer trusts.
The Company engages in re-securitization transactions backed by either At September 30, 2025 and December 31, 2024, $0.8 billion and
residential or commercial mortgages in which debt securities are transferred $0.4 billion, respectively, of the municipal bonds owned by non-customer
to a VIE in exchange for new beneficial interests. Citi did not transfer non- TOB trusts were subject to a credit guarantee provided by the Company.
agency (private label) securities to re-securitization entities, nor did Citi The Company provides other liquidity agreements or letters of credit to
hold retained interests in such securitizations, during the three months ended customer-sponsored municipal investment funds, which are not variable
September 30, 2025 and 2024. interest entities, and municipality-related issuers that totaled $0.1 billion and
As of September 30, 2025 and December 31, 2024, Citi held no $0.5 billion as of September 30, 2025 and December 31, 2024, respectively.
retained interests in private label re-securitization transactions structured by These liquidity agreements and letters of credit are offset by reimbursement
Citi. agreements with various term-out provisions.
The Company also re-securitizes U.S. government-agency-guaranteed
mortgage-backed (agency) securities. During the three and nine months
ended September 30, 2025, Citi transferred agency securities with a fair
value of approximately $10.5 billion and $24.1 billion to re-securitization
entities, compared to approximately $6.3 billion
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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.
174
22. DERIVATIVES 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
In the ordinary course of business, Citigroup enters into various types of well as any market valuation adjustments that may be required on the
derivative transactions. All derivatives are recorded in Trading account transactions. Moreover, notional amounts presented below do not reflect the
assets/Trading account liabilities on the Consolidated Balance Sheet. For netting of offsetting trades. For example, if Citi enters into a receive-fixed
additional information regarding Citi’s use of and accounting for interest rate swap with $100 million notional, and offsets this risk with an
derivatives, see Note 24 to the Consolidated Financial Statements in Citi’s identical but opposite pay-fixed position with a different counterparty, $200
2024 Form 10-K. million in derivative notionals is reported, although these offsetting
Information pertaining to Citigroup’s derivatives activities, based on positions may result in de minimis overall market risk.
notional amounts, is presented in the table below. Derivative notional In addition, aggregate derivative notional amounts can fluctuate from
amounts are reference amounts from which contractual payments are period to period in the normal course of business based on Citi’s market
derived and do not represent a complete measure of Citi’s exposure to share, levels of client activity and other factors.
derivative transactions. Citi’s derivative exposure arises primarily from
Derivative Notionals
175
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, 2025 and December 31, 2024. 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.
176
Derivative Mark-to-Market (MTM) Receivables/Payables
Derivatives classified in
Trading account assets/liabilities(1)(2)
In millions of dollars at September 30, 2025 Assets Liabilities
Derivatives instruments designated as ASC 815 hedges
Over-the-counter $ 52 $ 515
Cleared 171 145
Interest rate contracts $ 223 $ 660
Over-the-counter $ 424 $ 1,171
Cleared — —
Foreign exchange contracts $ 424 $ 1,171
Total derivatives instruments designated as ASC 815 hedges $ 647 $ 1,831
Derivatives instruments not designated as ASC 815 hedges
Over-the-counter $ 97,018 $ 86,180
Cleared 128,981 130,143
Exchange traded 35 58
Interest rate contracts $ 226,034 $ 216,381
Over-the-counter $ 125,351 $ 110,887
Cleared 1,676 1,769
Exchange traded 3 3
Foreign exchange contracts $ 127,030 $ 112,659
Over-the-counter $ 32,291 $ 47,453
Cleared — —
Exchange traded 53,849 52,152
Equity contracts $ 86,140 $ 99,605
Over-the-counter $ 19,836 $ 20,293
Exchange traded 667 797
Commodity and other contracts $ 20,503 $ 21,090
Over-the-counter $ 7,631 $ 8,252
Cleared 2,538 2,491
Credit derivatives $ 10,169 $ 10,743
Total derivatives instruments not designated as ASC 815 hedges $ 469,876 $ 460,478
Total derivatives $ 470,523 $ 462,309
Less: Netting agreements(3) $ (387,237) $ (387,237)
Less: Netting cash collateral received/paid(4) (28,789) (20,065)
Net receivables/payables included on the Consolidated Balance Sheet(5) $ 54,497 $ 55,007
Additional amounts subject to an enforceable master netting agreement,
but not offset on the Consolidated Balance Sheet
Less: Cash collateral received/paid $ (1,392) $ (66)
Less: Non-cash collateral received/paid (5,467) (3,343)
Total net receivables/payables(5) $ 47,638 $ 51,598
(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 $204 billion, $132 billion and $51 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 $9 billion of derivative asset and $13 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively.
177
Derivatives classified in
Trading account assets/liabilities(1)(2)
In millions of dollars at December 31, 2024 Assets Liabilities
Derivatives instruments designated as ASC 815 hedges
Over-the-counter $ 695 $ 1
Cleared 154 19
Interest rate contracts $ 849 $ 20
Over-the-counter $ 2,951 $ 1,117
Cleared — —
Foreign exchange contracts $ 2,951 $ 1,117
Total derivatives instruments designated as ASC 815 hedges $ 3,800 $ 1,137
Derivatives instruments not designated as ASC 815 hedges
Over-the-counter $ 95,907 $ 88,776
Cleared 33,447 33,269
Exchange traded 75 67
Interest rate contracts $ 129,429 $ 122,112
Over-the-counter $ 210,755 $ 202,582
Cleared 2,329 2,298
Exchange traded 10 20
Foreign exchange contracts $ 213,094 $ 204,900
Over-the-counter $ 19,262 $ 25,950
Cleared — —
Exchange traded 35,882 35,786
Equity contracts $ 55,144 $ 61,736
Over-the-counter $ 11,945 $ 13,804
Exchange traded 675 826
Commodity and other contracts $ 12,620 $ 14,630
Over-the-counter $ 6,907 $ 5,569
Cleared 1,808 1,684
Credit derivatives $ 8,715 $ 7,253
Total derivatives instruments not designated as ASC 815 hedges $ 419,002 $ 410,631
Total derivatives $ 422,802 $ 411,768
Less: Netting agreements(3) $ (334,900) $ (334,900)
Less: Netting cash collateral received/paid(4) (27,303) (28,570)
Net receivables/payables included on the Consolidated Balance Sheet(5) $ 60,599 $ 48,298
Additional amounts subject to an enforceable master netting agreement,
but not offset on the Consolidated Balance Sheet
Less: Cash collateral received/paid $ (808) $ (52)
Less: Non-cash collateral received/paid (6,017) (3,376)
Total net receivables/payables(5) $ 53,774 $ 44,870
(1) The derivative 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 $264 billion, $36 billion and $35 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 $13 billion of derivative asset and $15 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively.
178
For the three and nine months ended September 30, 2025 and 2024,
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.
179
Fair Value Hedges
For additional information on Citi’s fair value hedges, see Notes 1 and 24 to
the Consolidated Financial Statements in Citi’s 2024 Form 10-K.
The following table summarizes the gains (losses) on the Company’s
fair value hedges:
(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) 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 $14 million
and $(10) million for the three months ended September 30, 2025 and 2024, respectively.
(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 or recorded in AOCI under the amortization approach. The quarter ended September 30, 2025 includes a gain (loss) of approximately $107 million and less than $1 million under the
mark-to-market approach and amortization approach, respectively. The quarter ended September 30, 2024 includes a gain (loss) of approximately $70 million and $32 million under the mark-to-
market approach and amortization approach, respectively.
180
Cumulative Basis Adjustment
For additional information on Citi’s cumulative basis adjustment, see Notes
1 and 24 to the Consolidated Financial Statements in Citi’s 2024 Form 10-
K.
The table below presents the carrying amount of Citi’s hedged assets
and liabilities under qualifying fair value hedges at September 30, 2025 and
December 31, 2024, 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:
(1) Excludes physical commodities inventories with a carrying value of approximately $11.2 billion and $11.4 billion as of September 30, 2025 and December 31, 2024, respectively, which includes
cumulative basis adjustments of approximately $1.2 billion and $0.8 billion, respectively, for active hedges.
(2) Carrying amount represents the amortized cost basis of the hedged securities or portfolio layers.
(3) The Company designated approximately $25.9 billion and $12.9 billion as the hedged amount in the portfolio-layer hedging relationship as of September 30, 2025 and December 31, 2024,
respectively.
(4) The Company designated approximately $26.0 billion and $17.0 billion as the hedged amount in the portfolio-layer hedging relationship as of September 30, 2025 and December 31, 2024,
respectively.
(5) The Company designated approximately $2.7 billion and $3.0 billion as the hedged amount in the portfolio-layer hedging relationship as of September 30, 2025 and December 31, 2024, respectively.
181
Cash Flow Hedges
For additional information on Citi’s cash flow hedges, see Notes 1 and 24 to
the Consolidated Financial Statements in Citi’s 2024 Form 10-K.
The pretax change in AOCI from cash flow hedges is presented below:
Three Months Ended September 30, Nine Months Ended September 30,
In millions of dollars 2025 2024 2025 2024
Amount of gain (loss) recognized in AOCI on derivatives
Interest rate contracts $ (75) $ (378) $ (336) $ (38)
Foreign exchange contracts (12) (6) (12) (7)
Total gain (loss) recognized in AOCI $ (87) $ (384) $ (348) $ (45)
Net interest income Net interest income
Amount of gain (loss) reclassified from AOCI to earnings(1)
Interest rate contracts $ (125) $ (212) $ (482) $ (814)
Foreign exchange contracts (6) (1) (6) (3)
Total gain (loss) reclassified from AOCI into earnings $ (131) $ (213) $ (488) $ (817)
Net pretax change in cash flow hedges included within AOCI $ 44 $ (171) $ 140 $ 772
(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, 2025 is
approximately $(0.1) billion. The maximum length of time over which
forecasted cash flows are hedged is 13 years.
The after-tax impact of cash flow hedges on AOCI is presented in
Note 19.
182
Credit Derivatives
For additional information on Citi’s credit derivatives, see Note 24 to the
Consolidated Financial Statements in Citi’s 2024 Form 10-K.
The following tables summarize the key characteristics of Citi’s credit
derivatives portfolio by reference entity and derivative form:
(1) The fair value amount receivable is composed of $3,846 million under protection purchased and $6,323 million under protection sold.
(2) The fair value amount payable is composed of $9,095 million under protection purchased and $1,648 million under protection sold.
(1) The fair value amount receivable is composed of $3,864 million under protection purchased and $4,851 million under protection sold.
(2) The fair value amount payable is composed of $5,403 million under protection purchased and $1,850 million under protection sold.
183
Credit Risk-Related Contingent Features in Derivatives Derivatives Accompanied by Financial Asset Transfers
Certain derivative instruments contain provisions that require the Company For transfers of financial assets accounted for as a sale by the Company, and
to either post additional collateral or immediately settle any outstanding for which the Company has retained substantially all of the economic
liability balances upon the occurrence of a specified event related to the exposure to the transferred asset through a total return swap executed with
credit risk of the Company. These events, which are defined by the existing the same counterparty in contemplation of the initial sale (and still
derivative contracts, are primarily downgrades in the credit ratings of the outstanding), the asset amounts derecognized and the gross cash proceeds
Company and its affiliates. received as of the date of derecognition were $6.5 billion and $6.2 billion as
The fair value (excluding CVA) of all derivative instruments with credit of September 30, 2025 and December 31, 2024, respectively.
risk-related contingent features that were in a net liability position at At September 30, 2025, the fair value of these previously derecognized
September 30, 2025 and December 31, 2024 was $13 billion and $15 assets was $6.2 billion. The fair value of the total return swaps as of
billion, respectively. The Company posted $11 billion and $13 billion as September 30, 2025 was $114 million recorded as gross derivative assets
collateral for this exposure in the normal course of business as of and $37 million recorded as gross derivative liabilities. At December 31,
September 30, 2025 and December 31, 2024, respectively. 2024, the fair value of these previously derecognized assets was $5.8
A downgrade could trigger additional collateral or cash settlement billion, and the fair value of the total return swaps was $179 million
requirements for the Company and certain affiliates. In the event that recorded as gross derivative assets and $29 million recorded as gross
Citigroup and Citibank were downgraded a single notch by all three major derivative liabilities.
rating agencies as of September 30, 2025, the Company could be required to The balances for the total return swaps are on a gross basis, before the
post an additional $0.2 billion as either collateral or settlement of the application of counterparty and cash collateral netting, and are included
derivative transactions. In addition, the Company could be required to primarily as equity derivatives in the tabular disclosures in this Note.
segregate with third-party custodians collateral previously received from
existing derivative counterparties in an amount of approximately $4 million
upon the single notch downgrade, resulting in aggregate cash obligations
and collateral requirements of approximately $0.2 billion.
184
23. FAIR VALUE MEASUREMENT Market Valuation Adjustments
The table below summarizes the credit valuation adjustments (CVA) and
For additional information regarding fair value measurement at Citi, see funding valuation adjustments (FVA) applied to the fair value of derivative
Note 26 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K. instruments (recorded in Trading account assets and Trading account
liabilities on the Consolidated Balance Sheet) at September 30, 2025 and
Fair Value Hierarchy Principles December 31, 2024:
ASC 820-10 specifies a hierarchy of inputs based on whether the inputs are
observable or unobservable. Observable inputs are developed using market Credit and funding
data and reflect market participant assumptions, while unobservable inputs valuation adjustments
reflect the Company’s market assumptions. These two types of inputs have contra-liability (contra-asset)
created the following fair value hierarchy: September 30, December 31,
In millions of dollars 2025 2024
Counterparty CVA $ (565) $ (561)
• Level 1: Quoted prices for identical instruments in active markets.
Asset FVA (572) (539)
• Level 2: Quoted prices for similar instruments in active markets, quoted
Citigroup (own credit) CVA 366 346
prices for identical or similar instruments in markets that are not active
Liability FVA 187 209
and model-derived valuations in which all significant inputs and value
Total CVA and FVA—derivative
drivers are observable in the market. instruments $ (584) $ (545)
• Level 3: Valuations derived from valuation techniques in which one or
more significant inputs or significant value drivers are unobservable.
The table below summarizes pretax gains (losses) related to changes in
As required under the fair value hierarchy, the Company considers CVA and FVA on derivative instruments, net of hedges (recorded in
relevant and observable market inputs in its valuations where possible. Principal transactions revenue in the Consolidated Statement of Income),
The fair value hierarchy classification approach typically utilizes rules- and changes in debt valuation adjustments (DVA) on Citi’s own fair value
based and data-driven criteria to determine whether an instrument is option (FVO) liabilities (recorded in Other comprehensive income in the
classified as Level 1, Level 2 or Level 3: Consolidated Statement of Comprehensive Income) for the periods
indicated:
• The determination of whether an instrument is quoted in an active
market and therefore considered a Level 1 instrument is based on the Credit/funding/debt valuation
frequency of observed transactions and the quality of independent adjustments gain (loss)
market data available on the measurement date. Three Months Ended Nine Months Ended
• A Level 2 classification is assigned where there is observability of September 30, September 30,
prices/market inputs to models, or where any unobservable inputs are In millions of dollars 2025 2024 2025 2024
not significant to the valuation. The determination of whether an input Counterparty CVA $ 2 $ (38) $ (59) $ (56)
is considered observable is based on the availability of independent Asset FVA 27 1 24 87
market data and its corroboration, for example through observed Own credit CVA (4) (2) 15 (48)
transactions in the market. Liability FVA (25) (13) (8) (42)
• Otherwise, an instrument is classified as Level 3. Total CVA and FVA
—derivative
instruments $ — $ (52) $ (28) $ (59)
DVA related to own
FVO liabilities(1) $ (1,293) $ (201) $ (684) $ (608)
Total CVA, DVA and
FVA $ (1,293) $ (253) $ (712) $ (667)
(1) See Note 21 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K.
185
Items Measured at Fair Value on a Recurring Basis positions that have been classified in the Level 3 category with other
The following tables present for each of the fair value hierarchy levels the financial instruments (hedging instruments) that may be classified as
Company’s assets and liabilities that are measured at fair value on a Level 3, but also with financial instruments classified as Level 1 or Level 2.
recurring basis at September 30, 2025 and December 31, 2024. The These hedges are presented gross in the following tables:
Company may hedge
Gross Net
In millions of dollars at September 30, 2025 Level 1 Level 2 Level 3 inventory Netting(1) balance
Assets
Securities borrowed and purchased under agreements to resell $ — $ 558,114 $ 182 $ 558,296 $ (393,518) $ 164,778
Trading non-derivative assets
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed — 92,427 391 92,818 — 92,818
Residential — 705 100 805 — 805
Commercial — 638 58 696 — 696
Total trading mortgage-backed securities $ — $ 93,770 $ 549 $ 94,319 $ — $ 94,319
U.S. Treasury and federal agency securities $ 158,719 $ 1,420 $ — $ 160,139 $ — $ 160,139
State and municipal — 177 1 178 — 178
Foreign government 67,052 57,120 61 124,233 — 124,233
Corporate 1,129 22,411 236 23,776 — 23,776
Equity securities 67,425 8,095 262 75,782 — 75,782
Asset-backed securities 1 2,640 248 2,889 — 2,889
Other trading assets — 26,019 422 26,441 — 26,441
Total trading non-derivative assets $ 294,326 $ 211,652 $ 1,779 $ 507,757 $ — $ 507,757
Trading derivatives
Interest rate contracts $ 18 $ 224,304 $ 1,935 $ 226,257
Foreign exchange contracts — 126,735 719 127,454
Equity contracts 78 85,119 943 86,140
Commodity contracts — 19,592 911 20,503
Credit derivatives — 9,274 895 10,169
Total trading derivatives—before netting and collateral $ 96 $ 465,024 $ 5,403 $ 470,523
Netting agreements $ (387,237)
Netting of cash collateral received (28,789)
Total trading derivatives—after netting and collateral $ 96 $ 465,024 $ 5,403 $ 470,523 $ (416,026) $ 54,497
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed $ — $ 35,642 $ 31 $ 35,673 $ — $ 35,673
Residential — 974 — 974 — 974
Commercial — 1 — 1 — 1
Total investment mortgage-backed securities $ — $ 36,617 $ 31 $ 36,648 $ — $ 36,648
U.S. Treasury and federal agency securities $ 37,018 $ — $ — $ 37,018 $ — $ 37,018
State and municipal — 1,177 514 1,691 — 1,691
Foreign government 80,847 80,768 26 161,641 — 161,641
Corporate 3,580 1,563 229 5,372 — 5,372
Marketable equity securities 38 3 161 202 — 202
Asset-backed securities — 862 — 862 — 862
Other debt securities 76 2,919 — 2,995 — 2,995
Non-marketable equity securities(2) — — 448 448 — 448
Total investments $ 121,559 $ 123,909 $ 1,409 $ 246,877 $ — $ 246,877
186
Gross Net
In millions of dollars at September 30, 2025 Level 1 Level 2 Level 3 inventory Netting(1) balance
Loans $ — $ 7,694 $ 202 $ 7,896 $ — $ 7,896
Mortgage servicing rights — — 748 748 — 748
Other financial assets $ 5,924 $ 10,569 $ — $ 16,493 $ — $ 16,493
Total assets $ 421,905 $ 1,376,962 $ 9,723 $ 1,808,590 $ (809,544) $ 999,046
Total as a percentage of gross assets(3) 23.3% 76.2% 0.5%
Liabilities
Deposits $ — $ 3,457 $ 227 $ 3,684 $ — $ 3,684
Securities loaned and sold under agreements to repurchase — 426,002 1,082 427,084 (224,892) 202,192
Trading account liabilities
Securities sold, not yet purchased 89,981 15,216 29 105,226 — 105,226
Other trading liabilities — 10 — 10 — 10
Total trading account liabilities $ 89,981 $ 15,226 $ 29 $ 105,236 $ — $ 105,236
Trading derivatives
Interest rate contracts $ 11 $ 214,916 $ 2,114 $ 217,041
Foreign exchange contracts — 113,218 612 113,830
Equity contracts 68 95,449 4,088 99,605
Commodity contracts — 20,235 855 21,090
Credit derivatives — 9,507 1,236 10,743
Total trading derivatives—before netting and collateral $ 79 $ 453,325 $ 8,905 $ 462,309
Netting agreements $ (387,237)
Netting of cash collateral paid (20,065)
Total trading derivatives—after netting and collateral $ 79 $ 453,325 $ 8,905 $ 462,309 $ (407,302) $ 55,007
Short-term borrowings $ — $ 24,666 $ 357 $ 25,023 $ — $ 25,023
Long-term debt — 107,390 22,427 129,817 — 129,817
Other financial liabilities $ 4,828 $ 73 $ 1 $ 4,902 $ — $ 4,902
Total liabilities $ 94,888 $ 1,030,139 $ 33,028 $ 1,158,055 $ (632,194) $ 525,861
Total as a percentage of gross liabilities(3) 8.2 % 88.9 % 2.9 %
(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 $34 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.
187
Fair Value Levels
Gross Net
In millions of dollars at December 31, 2024 Level 1 Level 2 Level 3 inventory Netting(1) balance
Assets
Securities borrowed and purchased under agreements to resell $ — $ 462,542 $ 128 $ 462,670 $ (321,815) $ 140,855
Trading non-derivative assets
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed — 63,365 301 63,666 — 63,666
Residential — 528 67 595 — 595
Commercial — 631 36 667 — 667
Total trading mortgage-backed securities $ — $ 64,524 $ 404 $ 64,928 $ — $ 64,928
U.S. Treasury and federal agency securities $ 142,837 $ 6,517 $ 1 $ 149,355 $ — $ 149,355
State and municipal — 168 11 179 — 179
Foreign government 35,805 39,035 15 74,855 — 74,855
Corporate 1,197 13,474 269 14,940 — 14,940
Equity securities 41,163 7,479 166 48,808 — 48,808
Asset-backed securities — 2,131 178 2,309 — 2,309
Other trading assets — 26,441 333 26,774 — 26,774
Total trading non-derivative assets $ 221,002 $ 159,769 $ 1,377 $ 382,148 $ — $ 382,148
Trading derivatives
Interest rate contracts $ 17 $ 128,562 $ 1,699 $ 130,278
Foreign exchange contracts — 215,330 715 216,045
Equity contracts 44 53,734 1,366 55,144
Commodity contracts — 11,546 1,074 12,620
Credit derivatives — 7,993 722 8,715
Total trading derivatives—before netting and collateral $ 61 $ 417,165 $ 5,576 $ 422,802
Netting agreements $ (334,900)
Netting of cash collateral received (27,303)
Total trading derivatives—after netting and collateral $ 61 $ 417,165 $ 5,576 $ 422,802 $ (362,203) $ 60,599
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed $ — $ 29,270 $ 36 $ 29,306 $ — $ 29,306
Residential — 596 28 624 — 624
Commercial — 1 — 1 — 1
Total investment mortgage-backed securities $ — $ 29,867 $ 64 $ 29,931 $ — $ 29,931
U.S. Treasury and federal agency securities $ 51,501 $ 878 $ — $ 52,379 $ — $ 52,379
State and municipal — 1,230 428 1,658 — 1,658
Foreign government 62,106 71,241 12 133,359 — 133,359
Corporate 3,163 1,505 146 4,814 — 4,814
Marketable equity securities 130 7 14 151 — 151
Asset-backed securities — 846 2 848 — 848
Other debt securities — 3,881 6 3,887 — 3,887
Non-marketable equity securities(2) — — 404 404 — 404
Total investments $ 116,900 $ 109,455 $ 1,076 $ 227,431 $ — $ 227,431
188
Gross Net
In millions of dollars at December 31, 2024 Level 1 Level 2 Level 3 inventory Netting(1) balance
Loans $ — $ 7,778 $ 262 $ 8,040 $ — $ 8,040
Mortgage servicing rights — — 760 760 — 760
Other financial assets $ 5,373 $ 9,424 $ 15 $ 14,812 $ — $ 14,812
Total assets $ 343,336 $ 1,166,133 $ 9,194 $ 1,518,663 $ (684,018) $ 834,645
Total as a percentage of gross assets(3) 22.6% 76.8% 0.6%
Liabilities
Deposits $ — $ 3,569 $ 39 $ 3,608 $ — $ 3,608
Securities loaned and sold under agreements to repurchase — 260,286 390 260,676 (211,522) 49,154
Trading account liabilities
Securities sold, not yet purchased 72,324 13,184 28 85,536 — 85,536
Other trading liabilities — 12 — 12 — 12
Total trading account liabilities $ 72,324 $ 13,196 $ 28 $ 85,548 $ — $ 85,548
Trading derivatives
Interest rate contracts $ 6 $ 120,097 $ 2,029 $ 122,132
Foreign exchange contracts — 205,487 530 206,017
Equity contracts 40 58,642 3,054 61,736
Commodity contracts — 13,960 670 14,630
Credit derivatives — 6,635 618 7,253
Total trading derivatives—before netting and collateral $ 46 $ 404,821 $ 6,901 $ 411,768
Netting agreements $ (334,900)
Netting of cash collateral paid (28,570)
Total trading derivatives—after netting and collateral $ 46 $ 404,821 $ 6,901 $ 411,768 $ (363,470) $ 48,298
Short-term borrowings $ — $ 12,187 $ 297 $ 12,484 $ — $ 12,484
Long-term debt — 91,619 21,100 112,719 — 112,719
Other financial liabilities $ 4,478 $ 744 $ — $ 5,222 $ — $ 5,222
Total liabilities $ 76,848 $ 786,422 $ 28,755 $ 892,025 $ (574,992) $ 317,033
Total as a percentage of gross liabilities(3) 8.6 % 88.2 % 3.2 %
(1) Represents netting of (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase and (ii) derivative
exposures covered by a qualifying master netting agreement and cash collateral offsetting.
(2) Amounts exclude $23 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.
189
Changes in Level 3 Fair Value Category the gains and losses for assets and liabilities in the Level 3 category
The following tables present the changes in the Level 3 fair value category presented in the tables below do not reflect the effect of offsetting losses and
for the three and nine months ended September 30, 2025 and 2024. The gains on hedging instruments that may be classified in the Level 1 or
gains and losses presented below include changes in the fair value related to Level 2 categories. In addition, the Company hedges items classified in the
both observable and unobservable inputs. Level 3 category with instruments also classified in Level 3 of the fair value
The Company often hedges positions with offsetting positions that are hierarchy. The hedged items and related hedges are presented gross in the
classified in a different level. For example, following tables:
190
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Jun. 30, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2025 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2025 still held(3)
Investments
Mortgage-backed securities
U.S. government-sponsored
agency guaranteed $ 19 $ — $ 1 $ 10 $ — $ 4 $ — $ (3) $ — $ 31 $ 3
Residential 11 — (1) — (10) — — — — — —
Commercial — — — — — — — — — — —
Total investment mortgage-
backed securities $ 30 $ — $ — $ 10 $ (10) $ 4 $ — $ (3) $ — $ 31 $ 3
U.S. Treasury and federal
agency securities $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
State and municipal 503 — 32 1 — 1 — (23) — 514 32
Foreign government 27 — (1) — — — — — — 26 (1)
Corporate 208 — (2) 85 (38) 27 — (51) — 229 —
Marketable equity securities 3 — 1 — — 157 — — — 161 —
Asset-backed securities — — — — — — — — — — —
Other debt securities — — — — — — — — — — —
Non-marketable equity
securities 439 — 3 — — 9 — (3) — 448 3
Total investments $ 1,210 $ — $ 33 $ 96 $ (48) $ 198 $ — $ (80) $ — $ 1,409 $ 37
Loans $ 180 $ — $ 8 $ 5 $ (66) $ — $ 126 $ — $ (51) $ 202 $ 22
Mortgage servicing rights 770 — (25) — — — 24 — (21) 748 (25)
Other financial assets 83 — 1 — — — — (64) (20) — —
Liabilities
Deposits $ 43 $ — $ (5) $ 6 $ — $ — $ 175 $ — $ (2) $ 227 $ (6)
Securities loaned and sold under
agreements to repurchase 955 (11) — — — 415 — — (299) 1,082 (1)
Trading account liabilities
Securities sold, not yet
purchased 37 7 — 8 (5) 17 — — (21) 29 4
Other trading liabilities — — — — — — — — — — —
Short-term borrowings 343 4 — 19 (36) 13 99 — (77) 357 (5)
Long-term debt 21,166 (858) — 726 (889) — 922 — (356) 22,427 (786)
Other financial liabilities
measured on a recurring basis 65 — — 1 — — — — (65) 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, 2025.
(4) Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
191
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Dec. 31, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2024 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2025 still held(3)
Assets
Securities borrowed and purchased
under agreements to resell $ 128 $ 48 $ — $ — $ (84) $ 634 $ — $ — $ (544) $ 182 $ 21
Trading non-derivative assets
Trading mortgage-backed
securities
U.S. government-sponsored
agency guaranteed 301 29 — 309 (348) 509 — (409) — 391 (6)
Residential 67 (1) — 45 (110) 201 — (102) — 100 (5)
Commercial 36 (7) — 45 (58) 61 — (19) — 58 (3)
Total trading mortgage-backed
securities $ 404 $ 21 $ — $ 399 $ (516) $ 771 $ — $ (530) $ — $ 549 $ (14)
U.S. Treasury and federal
agency securities $ 1 $ — $ — $ — $ (1) $ — $ — $ — $ — $ — $ —
State and municipal 11 1 — — (11) — — — — 1 —
Foreign government 15 — — 62 (13) 9 — (12) — 61 1
Corporate 269 (16) — 85 (159) 238 — (181) — 236 (63)
Marketable equity securities 166 23 — 52 (36) 183 — (126) — 262 12
Asset-backed securities 178 (30) — 51 (52) 294 — (193) — 248 (6)
Other trading assets 333 92 — 66 (50) 400 33 (428) (24) 422 58
Total trading non-derivative assets $ 1,377 $ 91 $ — $ 715 $ (838) $ 1,895 $ 33 $ (1,470) $ (24) $ 1,779 $ (12)
Trading derivatives, net(4)
Interest rate contracts $ (330) $ (15) $ — $ 18 $ 24 $ (16) $ 10 $ (91) $ 221 $ (179) $ (31)
Foreign exchange contracts 185 39 — 111 (121) 66 — (164) (9) 107 (105)
Equity contracts (1,688) (26) — (322) 472 (2,049) — (51) 519 (3,145) (512)
Commodity contracts 404 311 — (244) 154 (286) — (10) (273) 56 114
Credit derivatives 104 (190) — (52) 166 (377) — — 8 (341) (152)
Total trading derivatives, net(4) $ (1,325) $ 119 $ — $ (489) $ 695 $ (2,662) $ 10 $ (316) $ 466 $ (3,502) $ (686)
192
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Dec. 31, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2024 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2025 still held(3)
Investments
Mortgage-backed securities
U.S. government-sponsored
agency guaranteed $ 36 $ — $ (1) $ 10 $ (15) $ 4 $ — $ (3) $ — $ 31 $ (2)
Residential 28 — — — (15) — — (13) — — —
Total investment mortgage-
backed securities $ 64 $ — $ (1) $ 10 $ (30) $ 4 $ — $ (16) $ — $ 31 $ (2)
U.S. Treasury and federal
agency securities $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
State and municipal 428 — 36 90 (14) 256 — (282) — 514 32
Foreign government 12 — (4) 20 (2) — — — — 26 (1)
Corporate 146 — 10 170 (103) 162 — (156) — 229 1
Marketable equity securities 14 — (10) — — 157 — — — 161 —
Asset-backed securities 2 — — — (2) — — — — — —
Other debt securities 6 — — — — 1 — (7) — — —
Non-marketable equity
securities 404 — 21 — — 42 — (19) — 448 3
Total investments $ 1,076 $ — $ 52 $ 290 $ (151) $ 622 $ — $ (480) $ — $ 1,409 $ 33
Loans $ 262 $ — $ 104 $ 7 $ (165) $ — $ 133 $ — $ (139) $ 202 $ 74
Mortgage servicing rights 760 — (28) — — — 76 — (60) 748 (29)
Other financial assets 15 — 1 2 — 62 30 (64) (46) — —
Liabilities
Deposits $ 39 $ — $ (9) $ 7 $ — $ — $ 201 $ — $ (29) $ 227 $ (16)
Securities loaned and sold under
agreements to repurchase 390 (13) — — — 1,486 — — (807) 1,082 (1)
Trading account liabilities
Securities sold, not yet
purchased 28 25 — 15 (26) 93 — — (56) 29 36
Other trading liabilities — 1 — — (2) 25 — — (22) — —
Short-term borrowings 297 50 — 78 (95) 13 715 — (601) 357 (137)
Long-term debt 21,100 (1,277) — 1,966 (2,954) — 2,971 — (1,933) 22,427 (1,064)
Other financial liabilities — — — 15 — 50 1 — (65) 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, 2025.
(4) Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
193
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Jun. 30, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2024 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2024 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)
194
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Jun. 30, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2024 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2024 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
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 measured
on a recurring basis 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.
195
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Dec. 31, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2023 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2024 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)
196
Net realized/unrealized
gains (losses) incl. in(1) Transfers
Unrealized
Dec. 31, Principal into out of Sep. 30, gains (losses)
In millions of dollars 2023 transactions Other(1)(2) Level 3 Level 3 Purchases Issuances Sales Settlements 2024 still held(3)
Investments
Mortgage-backed securities
U.S. government-sponsored
agency guaranteed $ 75 $ — $ 3 $ — $ — $ 7 $ — $ (53) $ — $ 32 $ 4
Residential 116 — — 1 (90) — — — — 27 —
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
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.
197
Level 3 Fair Value Transfers The following were the significant Level 3 transfers for the period from
The following were the significant Level 3 transfers for the period from December 31, 2023 to September 30, 2024:
December 31, 2024 to September 30, 2025:
• During the three and nine months ended September 30, 2024, transfers
• During the three and nine months ended September 30, 2025, transfers of Long-term debt were $0.9 billion and $22.6 billion from Level 3 to
of Long-term debt were $0.9 billion and $3.0 billion from Level 3 to Level 2, and $0.6 billion and $3.7 billion from Level 2 to Level 3,
Level 2, and $0.7 billion and $2.0 billion from Level 2 to Level 3, respectively. The Level 3 to Level 2 transfers were primarily the result
respectively. The transfers were primarily related to certain of enhanced significance testing of unobservable inputs for certain
unobservable inputs becoming less significant to the overall valuation structured debt instruments. The Level 2 to Level 3 transfers were
of the instruments in the case of Level 3 to 2 transfers, and more primarily the result of certain unobservable inputs becoming more
significant in the case of Level 2 to 3. significant to the overall valuation of these instruments.
198
Valuation Techniques and Inputs for Level 3 Fair Value Measurements Differences between these tables and amounts presented in the Level 3 Fair
The following tables present the valuation techniques covering the majority Value Rollforward tables represent individually immaterial items that have
of Level 3 inventory and the most significant unobservable inputs used in been measured using a variety of valuation techniques other than those
Level 3 fair value measurements. listed.
199
Fair value(1) Weighted
As of December 31, 2024 (in millions) Methodology Input Low(2)(3) High(2)(3) average(4)
Assets
Securities borrowed and purchased under
agreements to resell $ 128 Model-based Credit spread 10 bps 10 bps 10 bps
Interest rate 3.81 % 3.81 % 3.81 %
Mortgage-backed securities $ 230 Yield analysis Yield 5.24 % 18.43 % 9.25 %
214 Price-based Price $ 0.01 $ 99.81 $ 35.24
State and municipal, foreign government,
corporate and other debt securities $ 560 Price-based Price $ — $ 173.20 $ 98.52
489 Model-based Credit spread 35 bps 550 bps 277 bps
Yield 4.20 % 10.60 % 9.88 %
140 Cash flow WAL 3.59 years 8.82 years 7.57 years
Marketable equities securities(5) $ 131 Price-based Price $ — $ 14,382.07 $ 442.64
22 Model-based WAL 2.40 years 2.40 years 2.40 years
Recovery (in millions) $ 8,628 $ 8,628 $ 8,628
Asset-backed securities $ 132 Price-based Price $ 3.46 $ 132.54 $ 74.86
47 Yield analysis Yield 5.85 % 12.76 % 8.07 %
Non-marketable equities $ 222 Comparable analysis Illiquidity discount 7.40 % 33.00 % 16.47 %
Revenue multiple 4.50x 16.31x 11.97x
EBITDA multiples 16.20x 16.20x 16.20x
81 Price-based Price $ 0.54 $ 2,960.96 $ 432.84
50 Cash flow Discount rate 9.75 % 17.50 % 13.28 %
50 Model-based
Derivatives—gross(6)
Interest rate contracts (gross) $ 3,574 Model-based IR normal volatility 0.16 % 20.00 % 2.18 %
Yield 1.69 % 46.32 % 5.64 %
Equity forward 71.78 % 334.29 % 106.48 %
Foreign exchange contracts (gross) $ 1,247 Model-based IR normal volatility 0.67 % 1.13 % 0.93 %
IR basis (7.50)% 64.75 % 5.01 %
FX volatility 3.33 % 27.64 % 12.55 %
Yield 1.69 % 46.32 % 9.26 %
Equity contracts (gross)(7) $ 4,345 Model-based Equity volatility —% 145.41 % 32.89 %
Equity forward 71.78 % 334.29 % 105.90 %
Equity-FX correlation (93.33)% 70.00 % (14.52)%
Equity-Equity correlation (36.22)% 99.00 % 72.43 %
Commodity and other contracts (gross) $ 1,716 Model-based Forward price 1.84 % 244.41 % 115.84 %
Commodity volatility 7.14 % 285.61 % 35.86 %
200
Fair value(1) Weighted
As of December 31, 2024 (in millions) Methodology Input Low(2)(3) High(2)(3) average(4)
Credit derivatives (gross) $ 869 Model-based Recovery rate 20.00 % 72.00 % 41.54 %
Credit spread 5.00 bps 747.27 bps 100.50 bps
Credit spread volatility 29.85 % 81.44 % 67.58 %
468 Price-based Price $ 43.71 $ 103.53 $ 85.76
Upfront points (6.25)% 110.52 % 43.93 %
Other financial assets and liabilities
(gross) $ 14 Price-based Price $ 91.12 $ 104.49 $ 100.04
Loans and leases $ 177 Model-based Equity volatility 35.42 % 41.94 % 37.21 %
Forward price 1.84 % 244.41 % 102.92 %
82 Price-based Price $ 73.88 $ 99.25 $ 85.09
Mortgage servicing rights $ 671 Cash flow WAL 3.59 years 8.82 years 7.57 years
84 Model-based Yield 0.30 % 12.00 % 6.82 %
Liabilities
Interest-bearing deposits $ 39 Model-based Forward price 100.00 % 100.00 % 100.00 %
Securities loaned and sold under
agreements to repurchase $ 390 Model-based Interest rate 4.25 % 4.85 % 4.28 %
IR normal volatility 0.67 % 1.13 % 0.93 %
Trading account liabilities
Securities sold, not yet purchased and
other trading liabilities $ 27 Price-based Price $ — $ 14,382.07 $ 91.47
Short-term borrowings and long-term
debt $ 20,883 Model-based IR normal volatility 0.04 % 20.00 % 1.54 %
Equity volatility —% 145.41 % 19.81 %
Equity-IR correlation (34.00)% 60.00 % 27.29 %
(1) The tables above include the fair values for the items listed and may not represent 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.
201
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 as of the balance sheet date for which a nonrecurring fair
value measurement was recorded during the period. The amounts reflect the
fair values of the assets as of their respective remeasurement dates, which
are generally prior to the balance sheet date. The following tables exclude
certain consumer mortgage loans for which Citi has elected the fair value
option (see Note 24), and consumer loans and other assets held by
businesses held-for-sale (see Note 2):
(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).
202
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:
(1) The tables above include the fair values for the items listed and may not represent 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) 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).
(5) Appraised values are disclosed in whole dollars.
(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).
203
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.
(1) Includes $5.2 billion and $5.2 billion of non-marketable equity securities carried at cost at September 30, 2025 and December 31, 2024, respectively.
(2) The carrying value of loans is net of the allowance for credit losses on loans of $19.2 billion for September 30, 2025 and $18.6 billion for December 31, 2024. In addition, the carrying values exclude
$0.2 billion and $0.3 billion of lease finance receivables at September 30, 2025 and December 31, 2024, 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 other financial assets and other financial liabilities that were previously classified as Level 2 or 3 are now
classified as Level 1 or 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.
204
24. FAIR VALUE ELECTIONS 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
The Company may elect to report most financial instruments and certain component of AOCI.
other items at fair value on an instrument-by-instrument basis with changes The Company has elected fair value accounting for its mortgage
in fair value reported in earnings, other than DVA (see below). The election servicing rights (MSRs). See Note 21 for additional details on Citi’s MSRs.
is made upon the initial recognition of an eligible financial asset, financial Additional discussion regarding other applicable areas in which fair
liability or firm commitment or when certain specified reconsideration value elections were made is presented in Note 23.
events occur. The fair value election
The following table presents the changes in fair value of those items for which the fair value option has been elected:
(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.
205
Own Debt Valuation Adjustments (DVA) agreements to repurchase, securities borrowed, securities loaned and certain
Own debt valuation adjustments are recognized on Citi’s liabilities for uncollateralized short-term borrowings held primarily by broker-dealer
which the fair value option has been elected using Citi’s credit spreads entities in the U.S., the U.K. and Japan. In each case, the election was made
observed in the bond market. Changes in fair value of fair value option because the related interest rate risk is managed on a portfolio basis,
liabilities related to changes in Citigroup’s own credit spreads (DVA) are primarily with offsetting derivative instruments that are accounted for at fair
reflected as a component of AOCI. See Note 19 for additional information. value through earnings.
Among other variables, the fair value of liabilities for which the fair Changes in fair value for transactions in these portfolios are recorded in
value option has been elected (other than non-recourse debt and similar Principal transactions. The related interest income and interest expense are
liabilities) is impacted by the narrowing or widening of the Company’s measured based on the contractual rates specified in the transactions and are
credit spreads. reported as Interest income and Interest expense in the Consolidated
The estimated changes in the fair value of these non-derivative Statement of Income.
liabilities due to such changes in the Company’s own credit spread (or
instrument-specific credit risk) were a loss of $(1,293) million and $(201) Loans and Other Credit Products
million for the three months ended September 30, 2025 and 2024, and a loss Citigroup has also elected the fair value option for certain other originated
of $(684) million and $(608) million for the nine months ended and purchased loans, including certain unfunded loan products, such as
September 30, 2025 and 2024, respectively. Changes in fair value resulting guarantees and letters of credit, executed by Citigroup’s lending and trading
from changes in instrument-specific credit risk were estimated by businesses. Significant groups of transactions include loans and unfunded
incorporating the Company’s current credit spreads observable in the bond loan products that are expected to be either sold or securitized in the near
market into the relevant valuation technique used to value each liability as term, or transactions where the economic risks are hedged with derivative
described above. 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
The Fair Value Option for Financial Assets and Financial Liabilities party. Citigroup has elected the fair value option to mitigate accounting
mismatches in cases where hedge accounting is complex and to achieve
Selected Portfolios of Securities Purchased Under Agreements to Resell, operational simplifications. Fair value was not elected for most lending
Securities Borrowed, Securities Sold Under Agreements to Repurchase, transactions across the Company.
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
The following table provides information about certain credit products carried at fair value:
206
Changes in the fair value of funded and unfunded credit products are As part of its commodity trading activities, Citi trades unallocated
classified in Principal transactions in Citi’s Consolidated Statement of precious metals investments and executes forward purchase and forward
Income. Related interest income is measured based on the contractual sale derivative contracts with trading counterparties. When Citi sells an
interest rates and reported as Interest income on Trading account assets or unallocated precious metals investment, Citi’s receivable from its depository
loan interest depending on the balance sheet classifications of the credit bank is repaid and Citi derecognizes its investment in the unallocated
products. The changes in fair value for the three months ended precious metal. The forward purchase or sale contract with the trading
September 30, 2025 and 2024 due to instrument-specific credit risk were a counterparty indexed to unallocated precious metals is accounted for as a
gain of $7 million and $6 million, respectively. Changes in fair value due to derivative, at fair value through earnings.
instrument-specific credit risk are estimated based on changes in borrower-
specific credit spreads and recovery assumptions. Certain Mortgage Loans Held-for-Sale (HFS)
Citigroup has elected the fair value option for certain purchased and
Certain Investments in Unallocated Precious Metals originated prime fixed-rate and conforming adjustable-rate first mortgage
Citigroup invests in unallocated precious metals accounts (e.g., gold, silver, loans HFS. These loans are intended for sale or securitization and are
platinum and palladium) as part of its commodity trading activities. Under economically hedged with derivative instruments. The Company has elected
ASC 815, the investment is bifurcated into a debt host contract and a the fair value option to mitigate accounting mismatches in cases where
commodity derivative instrument. Citigroup elects the fair value option for hedge accounting is complex and to achieve operational simplifications.
the debt host contract and reports the contract within Trading account assets
on the Company’s Consolidated Balance Sheet.
The following table provides information about certain mortgage loans HFS carried at fair value:
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,
2025 and 2024 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.
207
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:
The following table provides information about long-term debt and short-term borrowings carried at fair value:
208
25. GUARANTEES AND COMMITMENTS
(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, 2025 and December 31, 2024, this maximum potential exposure was estimated to be approximately $34 billion and $124 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. See “Card Merchant Processing” in Note 28 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K.
(3) Includes additional guarantees entered into as part of the extension and amendment of the American Airlines co-branded credit card partnership agreement, executed in December 2024. See “Credit
Card Arrangements with Partners” in Note 28 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K. Citi believes that the maximum exposure is not representative of actual potential loss
exposure based on historical and expected future performance of the portfolio.
(4) Includes guarantees of subsidiaries.
(5) In the fourth quarter of 2024, the Company entered into an agreement that indemnifies certain subsidiaries of the Company against certain matters related to the business operated by the Company
through other subsidiaries, including certain existing, as well as potential future, legal proceedings, including tax matters. Certain of such indemnification obligations have no stated expiration date
and are not subject to specific limitations on the maximum potential amount of future payments that the Company could be required to make. The Company is not able to estimate the maximum
potential amount of future payments to be made under this agreement because the triggering events are not predictable.
209
Loans Sold with Recourse Carrying Value—Guarantees and Indemnifications
In addition to the amounts presented in the tables above, the repurchase At September 30, 2025 and December 31, 2024, the total carrying amounts
reserve was approximately $14 million and $12 million at September 30, of the liabilities related to the guarantees and indemnifications included in
2025 and December 31, 2024, respectively, and these amounts are included the tables above amounted to approximately $1.1 billion and $1.0 billion,
in Other liabilities on the Consolidated Balance Sheet. respectively. The carrying value of financial and performance guarantees is
included in Other liabilities.
Futures and Over-the-Counter Derivatives Clearing
Citi provides clearing services on central clearing parties (CCP) for clients Collateral
that need to clear exchange-traded and over-the-counter (OTC) derivatives Cash collateral available to Citi to reimburse losses realized under these
contracts with CCPs. As a clearing member, Citi is exposed to the risk of guarantees and indemnifications amounted to $54.6 billion and $49.0 billion
non-performance by clients (e.g., failure of a client to post variation margin at September 30, 2025 and December 31, 2024, respectively. Securities and
to the CCP for negative changes in the value of the client’s derivative other marketable assets held as collateral amounted to $88.7 billion and
contracts). In the event of non-performance by a client, Citi would move to $62.5 billion at September 30, 2025 and December 31, 2024, respectively.
close out the client’s positions. The CCP would typically utilize initial The majority of collateral is held to reimburse losses realized under
margin posted by the client and held by the CCP, with any remaining securities lending indemnifications. In addition, letters of credit in favor of
shortfalls required to be paid by Citi as clearing member. Citi generally Citi held as collateral amounted to $3.0 billion and $3.1 billion at
holds incremental cash or securities margin posted by the client, which September 30, 2025 and December 31, 2024, respectively. Other property
would typically be expected to be sufficient to mitigate Citi’s credit risk in may also be available to Citi to cover losses under certain guarantees and
the event that the client fails to perform. 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.
210
Credit Commitments and Lines of Credit
The table below summarizes Citigroup’s credit commitments:
(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.
The majority of unused commitments are contingent upon customers Restricted Cash
maintaining specific credit standards. Commercial commitments generally Citigroup defines restricted cash (as cash subject to withdrawal restrictions)
have floating interest rates and fixed expiration dates and may require to include cash deposited with central banks that must be maintained to
payment of fees. Such fees (net of certain direct costs) are deferred and, meet minimum regulatory requirements, and cash set aside for the benefit of
upon exercise of the commitment, amortized over the life of the loan or, if customers or for other purposes such as compensating balance arrangements
exercise is deemed remote, amortized over the commitment period. or debt retirement. Restricted cash may include minimum reserve
requirements at certain central banks and cash segregated to satisfy rules
Other Commitments regarding the protection of customer assets as required by Citigroup broker-
As a Federal Reserve member bank, Citi is required to subscribe to half of a dealers’ primary regulators, including the SEC, the Commodity Futures
certain amount of shares issued by its Federal Reserve District Bank. As of Trading Commission and the United Kingdom’s Prudential Regulation
September 30, 2025 and December 31, 2024, Citi holds shares with a Authority.
carrying value of $4.5 billion, with the remaining half subject to call by the Restricted cash is included on the Consolidated Balance Sheet within
Federal Reserve District Bank Board. the following balance sheet lines:
In the normal course of business, Citi enters into reverse repurchase and
securities borrowing agreements, as well as repurchase and securities September 30, December 31,
lending agreements, which settle at a future date. At September 30, 2025 In millions of dollars 2025 2024
and December 31, 2024, Citi had approximately $201.2 billion and Cash and due from banks $ 4,004 $ 3,325
$117.7 billion of unsettled reverse repurchase and securities borrowing Deposits with banks, net of allowance 20,249 16,217
agreements, and approximately $215.9 billion and $126.8 billion of Total $ 24,253 $ 19,542
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 In addition to the restricted cash amounts presented above, at
repurchase and securities loaned, including the Company’s policy for September 30, 2025 and December 31, 2024, approximately $11.7 billion
offsetting repurchase and reverse repurchase agreements. and $7.2 billion, respectively, was held at the Russian Deposit Insurance
These amounts are not included in the table above. 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.
211
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 seven years
as of September 30, 2025.
For additional information regarding Citi’s leases, see Notes 1 and 29 to
the Consolidated Financial Statements in Citi’s 2024 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:
212
27. CONTINGENCIES Subject to the foregoing, it is the opinion of Citigroup’s management,
based on current knowledge and after taking into account its current
The following information supplements and amends, as applicable, the accruals, that the eventual outcome of all matters described in this Note
disclosures in Note 27 to the Consolidated Financial Statements of would not be likely to have a material adverse effect on the consolidated
Citigroup’s Second Quarter of 2025 Form 10-Q, Note 27 to the financial condition of Citigroup. Nonetheless, given the substantial or
Consolidated Financial Statements of Citigroup’s First Quarter of 2025 indeterminate amounts sought in certain of these matters and the inherent
Form 10-Q and Note 30 to the Consolidated Financial Statements in Citi’s unpredictability of such matters, an adverse outcome in certain of these
2024 Form 10-K. For purposes of this Note, Citigroup, its affiliates and matters could, from time to time, have a material adverse effect on
subsidiaries and current and former officers, directors, and employees, are Citigroup’s consolidated results of operations or cash flows in particular
sometimes collectively referred to as Citigroup and Related Parties. quarterly or annual periods.
In accordance with ASC 450, Citigroup establishes accruals for For further information on ASC 450 and Citigroup’s accounting and
contingencies, including any litigation, regulatory, or tax matters disclosed disclosure framework for contingencies, including for any litigation,
herein, when Citigroup believes it is probable that a loss has been incurred regulatory, and tax matters disclosed herein, see Note 30 to the Consolidated
and the amount of the loss can be reasonably estimated. Once established, Financial Statements in Citi’s 2024 Form 10-K.
accruals are adjusted from time to time, as appropriate, in light of additional
information. The amount of loss ultimately incurred in relation to those Foreign Exchange Matters
matters may be substantially higher or lower than the amounts accrued for On August 15, 2025, in J WISBEY & ASSOCIATES PTY LTD v. UBS AG
those matters. With respect to previously incurred loss contingencies for & ORS, the Federal Court of Australia approved the settlement reached with
which recovery is expected, Citi applies loss recovery accounting when Citibank and other defendants. Additional information concerning this
disputes and uncertainties affecting recognition are resolved. action is publicly available in court filings under the docket number
If Citigroup has not accrued for a matter because the matter does not VID567/2019.
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 Greek Pension Claims
matter, in each case assuming a material loss is reasonably possible but not On September 16, 2025, ARVANITAKI & OTHERS filed a claim against
probable, Citigroup discloses the matter. In addition, for such matters, CITIBANK EUROPE PUBLIC LIMITED in the Athens Court of First
Citigroup discloses an estimate of the aggregate reasonably possible loss or Instance regarding the treatment of their pension benefits following the sale
range of loss in excess of the amounts accrued for those matters for which of Citi’s consumer operations in Greece. Additional information is available
an estimate can be made. At September 30, 2025, Citigroup estimates that in court filings under the docket number 183297/2300/2025 of the Athens
the reasonably possible unaccrued loss for these matters ranges up to Court of First Instance.
approximately $1.3 billion in the aggregate.
As available information changes, the matters for which Citigroup is Interbank Offered Rates-Related Litigation
able to estimate will change, and the estimates themselves will change. In On August 20, 2025, and September 10, 2025, in IN RE LIBOR-BASED
addition, while many estimates presented in financial statements and other FINANCIAL INSTRUMENTS ANTITRUST LITIGATION, the district
financial disclosures involve significant judgment and may be subject to court approved stipulations dismissing with prejudice the remaining pending
significant uncertainty, estimates of the range of reasonably possible loss claims against Citigroup and Citibank. Additional information concerning
arising from litigation, regulatory, tax, or other matters are subject to these actions is publicly available in court filings under the docket numbers
particular uncertainties. For example, at the time of making an estimate, 1:11-MD-2262 (S.D.N.Y.) (Buchwald, J.) and 17-1569 (2d Cir.).
Citigroup may only have preliminary or incomplete information about the
facts underlying the claim; its assumptions about the future rulings of the Madoff-Related Litigation
court or other tribunal on significant issues, or the behavior and incentives On August 5, 2025, in FAIRFIELD SENTRY LTD., ET AL. v. CITIGROUP
of adverse parties, regulators, or tax authorities may prove to be wrong; and GLOBAL MARKETS LTD., ET AL.; FAIRFIELD SENTRY LTD., ET AL.
the outcomes it is attempting to predict are often not amenable to the use of v. CITIBANK (SWITZERLAND) AG, ET AL.; FAIRFIELD SENTRY
statistical or other quantitative analytical tools. In addition, from time to LTD., ET AL. v. ZURICH CAPITAL MARKETS COMPANY, ET AL.;
time an outcome may occur that Citigroup had not accounted for in its FAIRFIELD SENTRY LTD., ET AL. v. CITIBANK NA LONDON, ET
estimates because it had deemed such an outcome to be remote. For all these AL.; FAIRFIELD SENTRY LTD., ET AL. v. CITIVIC NOMINEES LTD.,
reasons, the amount of loss in excess of amounts accrued in relation to ET AL.; FAIRFIELD SENTRY LTD., ET AL. v. DON
matters for which an estimate has been made could be substantially higher CHIMANGO SA, ET AL.; and FAIRFIELD SENTRY LTD., ET AL. v.
or lower than the range of loss included in the estimate. CITIBANK KOREA INC. ET AL., the United States Court of Appeals for
the Second Circuit reversed the portion of the decision of the United States
District Court for the Southern District of New York that permitted a single
213
claim to proceed against CGML, Citibank (Switzerland) AG, Citivic
Nominees Ltd., and Citibank, NA London, and otherwise affirmed the
district court’s decision dismissing the liquidators’ remaining claims against
CGML, Citibank (Switzerland) AG, Citibank, NA London, Citivic
Nominees Ltd., Cititrust Bahamas Ltd., and Citibank Korea Inc. On
September 18, 2025, the liquidators petitioned the court of appeals for
rehearing and rehearing en banc. Additional information is publicly
available in court filings under the docket numbers 10-13164, 10-3496, 10-
3622, 10-3634, 10-4100, 10-3640, 11-2770, 12-1142, 12-1298 (Bankr.
S.D.N.Y.) (Mastando, J.); 19-3911, 19-4267, 19-4396, 19-4484, 19-5106,
19-5135, 19-5109, 21-2997, 21-3243, 21-3526, 21-3529, 21-3530, 21-3998,
21-4307, 21-4498, 21-4496 (S.D.N.Y.) (Broderick, J.); and 22-2101
(consolidated lead appeal), 22-2557, 22-2122, 23-697, 22-2562, 22-2216,
22-2545, 22-2308, 22-2591, 22-2502, 22-2553, 22-2398, 22-2582, 23-965
(consolidated lead appeal), 23-549, 23-572, 23-573, 23-975, 23-982, 23-987
(2d Cir.).
Settlement Payments
Payments required in any settlement agreements described above have been
made or are covered by existing litigation or other accruals.
214
28. SUBSIDIARY GUARANTEES 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. has fully and unconditionally guaranteed the payments due on Citigroup Inc.’s other obligations with respect to the trust preferred
debt securities issued by Citigroup Global Markets Holdings Inc. (CGMHI), securities, effectively provides a full and unconditional guarantee of
a wholly owned subsidiary, under the Senior Debt Indenture dated as of amounts due on the trust preferred securities (see Note 18). No other
March 8, 2016, between CGMHI, Citigroup Inc. and The Bank of New York subsidiary of Citigroup Inc. guarantees the debt securities issued by CGMHI
Mellon, as trustee. In addition, Citigroup Capital III and Citigroup Capital or the trust preferred securities issued by the Capital Trusts.
XIII (collectively, the Capital Trusts), each of which is a wholly owned Summarized financial information for Citigroup Inc. and CGMHI is
finance subsidiary of Citigroup Inc., have issued trust preferred securities. presented in the tables below:
Citigroup Inc. has guaranteed the payments due on the trust preferred
securities
(1) Other assets of CGMHI includes loans to affiliates of $100 billion and $91 billion at September 30, 2025 and December 31, 2024, respectively.
215
UNREGISTERED SALES OF EQUITY SECURITIES,
REPURCHASES OF EQUITY SECURITIES AND DIVIDENDS
The following table summarizes Citi’s common share repurchases for the third quarter of 2025:
Approximate remaining
dollar value of shares that
Average Total shares purchased as may be purchased under the
Total shares price paid part of publicly announced program
In thousands, except per share amounts and remaining program dollar value purchased per share program(1) (in billions of dollars)
July 2025
Open market repurchases(1) 11,150 $ 93.97 61,710 $ 15.2
Employee transactions(2) — — — —
August 2025
Open market repurchases(1) 15,445 93.62 77,155 13.8
Employee transactions(2) — — — —
September 2025
Open market repurchases(1) 25,132 99.73 102,287 11.3
Employee transactions(2) — — — —
Total for 3Q25 51,727 $ 96.66 102,287 $ 11.3
(1) Represents repurchases under the multiyear $20 billion common stock repurchase program that was approved by Citigroup’s Board of Directors on January 13, 2025 and announced on January 15,
2025. Repurchases by Citigroup under this common stock repurchase program are subject to quarterly approval by Citigroup’s Board; may be effected from time to time through open market
purchases, trading plans established in accordance with SEC rules or other means; and, as determined by Citigroup, may be subject to satisfactory market conditions, Citigroup’s capital position and
capital requirements, applicable legal requirements and other factors.
(2) During the third quarter, pursuant to the Board’s authorization, Citi withheld an insignificant number of shares of common stock, added to treasury stock, related to activity from employee stock
programs to satisfy the employee tax requirements.
During the third quarter of 2025, Citi repurchased $5.0 billion of Buffer, with the degree of such restrictions based on the extent to which the
common shares under the $20 billion stock repurchase program (of which buffers are breached. For additional information, see “Capital Resources—
there was $11.3 billion remaining at September 30, 2025). Regulatory Capital Buffers” and “Risk Factors—Strategic Risks,” “—
Operational Risks” and “—Compliance Risks” in Citi’s 2024 Form 10-K.
Dividends Any dividend on Citi’s outstanding common stock would also need to
Citi paid common dividends of $0.60 per share for the third quarter of 2025, be in compliance with Citi’s obligations on its outstanding preferred stock.
and on October 13, 2025, declared common dividends of $0.60 per share for On October 13, 2025, Citi declared preferred dividends of
the fourth quarter of 2025. approximately $284 million for the fourth quarter of 2025.
Citi’s ability to pay common stock dividends is subject to limitations on For information on the ability of Citigroup’s subsidiary depository
capital distributions in the event of a breach of any regulatory capital institutions to pay dividends, see Note 20 to the Consolidated Financial
buffers, including the Stress Capital Statements in Citi’s 2024 Form 10-K.
216
OTHER INFORMATION
217
EXHIBIT INDEX
Number Description
Restated Certificate of Incorporation of Citigroup Inc., as amended, as in effect on the date hereof, incorporated by reference to Exhibit 3.1 to
3.1 Citigroup Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed August 6, 2025 (File No. 001-09924).
10.1*+ Form of Citigroup Inc. Performance Share Unit Award Agreement (awards dated February 13, 2025 and in future years).
10.2*+ Agreement between Vis Raghavan and Citibank, N.A. (dated January 14, 2025).
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.
Financial statements from the Quarterly Report on Form 10-Q of Citigroup Inc. for the quarterly period ended September 30, 2025, filed on
November 6, 2025, 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
101.01+ 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 Citigroup Inc. does not exceed 10% of the total
assets of Citigroup Inc. and its consolidated subsidiaries. Citigroup Inc. will furnish copies of any such instrument to the SEC upon request.
218
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 6th day of November, 2025.
CITIGROUP INC.
(Registrant)
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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.
2024 Annual Report on Form 10-K (2024 Form 10-K): Annual Report on including HQLA assets; additional unencumbered securities, including
Form 10-K for the year ended December 31, 2024, filed with the SEC. excess liquidity held at bank entities that is non-transferable to other entities
within Citigroup; and available assets not already accounted for within
90+ days past due delinquency rate*: Represents consumer loans that are
Citi’s HQLA to support Federal Home Loan Bank (FHLB) and Federal
past due by 90 or more days, divided by that period’s total EOP loans.
Reserve Bank discount window borrowing capacity.
ABS: Asset-backed securities
Banamex: Grupo Financiero Banamex, S.A. de C.V., the legal entity being
ACL: Allowance for credit losses, which is composed of the allowance for divested by Citi
credit losses on loans (ACLL), allowance for credit losses on unfunded
Basel III: Liquidity and capital rules adopted by the FRB based on an
lending commitments (ACLUC), allowance for credit losses on HTM
internationally agreed set of measures developed by the Basel Committee on
securities and allowance for credit losses on other assets.
Banking Supervision.
ACLL: Allowance for credit losses on loans
Beneficial interests issued by consolidated VIEs: Represents the interest
ACLUC: Allowance for credit losses on unfunded lending commitments of third-party holders of debt, equity securities or other obligations, issued
Advanced Approaches: The Advanced Approaches capital framework, by VIEs that Citi consolidates.
established through Basel III rules by the FRB, requires certain banking Benefit obligation: Refers to the projected benefit obligation for pension
organizations to use an internal ratings-based approach and other plans and the accumulated postretirement benefit obligation for OPEB
methodologies to calculate risk-based capital requirements for credit risk plans.
and advanced measurement approaches to calculate risk-based capital
BHC: Bank holding company
requirements for operational risk.
Board: Citigroup’s Board of Directors
AFS: Available-for-sale
AI: Artificial intelligence Book value per share*: EOP common equity divided by EOP common
shares outstanding.
ALCO: Asset and Liability Committee
Bps: Basis points. One basis point equals 1/100th of one percent.
Amortized cost: Amount at which a financing receivable or investment is
Branded Cards: Citi’s branded cards business with a portfolio of
originated or acquired, adjusted for accretion or amortization of premium,
proprietary cards (Value, Cash and Rewards), co-branded cards (including
discount, and net deferred fees or costs, collection of cash, charge-offs,
Costco and American Airlines) and personal installment loans.
foreign exchange and fair value hedge accounting adjustments. For AFS
securities, amortized cost is also reduced by any impairment losses Build: A net increase in the ACL through the provision for credit losses.
recognized in earnings. Amortized cost is not reduced by the allowance for Card spend volume*: Dollar amount of card customers’ gross purchases.
credit losses, except where explicitly presented net. Also known as purchase sales.
AOCI: Accumulated other comprehensive income (loss)
Cards: Citi’s credit cards’ businesses or activities.
ASC: Accounting Standards Codification under GAAP issued by the FASB.
CCAR: Comprehensive Capital Analysis and Review
Asia Consumer: Asia Consumer Banking CCO: Chief Compliance Officer
ASU: Accounting Standards Update under GAAP issued by the FASB.
CDS: Credit default swaps
AUC/AUA: Assets under custody and administration includes assets for
CECL: Current expected credit losses
which Citi provides custody or safekeeping services for assets held directly
or by a third party on behalf of clients, or assets for which Citi provides CEO: Chief Executive Officer
administrative services for clients. CET1 Capital: Common Equity Tier 1 Capital. See “Capital Resources—
Available liquidity resources*: Resources available at the balance sheet Components of Citigroup Capital” above within MD&A for the components
date to support Citi’s client and business needs, 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.
220
CGMI: Citigroup Global Markets Inc. CTA: Cumulative translation adjustment (also known as currency
translation adjustment). A separate component of equity within AOCI
CGML: Citigroup Global Markets Limited
reported net of tax. For Citi, represents the impact of translating non-USD
Citi: Citigroup Inc. balance sheet items into USD each period. The CTA amount in EOP AOCI
Citibank or CBNA: Citibank, N.A. (National Association) is a cumulative balance, net of tax.
Classifiably managed: Loans primarily evaluated for credit risk based on CVA: Credit valuation adjustment
internal risk rating classification. DCM: Debt Capital Markets
Client investment assets: Represent assets under management, trust and Delinquency managed: Loans primarily evaluated for credit risk based on
custody assets. delinquencies, FICO scores and the value of underlying collateral.
Cluster revenues: Cluster revenues are primarily based on where the Digital asset: Anything created and stored digitally that is identifiable and
underlying transaction is managed. discoverable, establishes ownership and has or provides value (e.g.,
CODM: Chief operating decision maker. For Citi, the Chief Executive cryptocurrency).
Officer. Divestiture-related impacts: Citi’s results excluding divestiture-related
Collateral dependent: A loan is considered collateral dependent when impacts represent as reported, or GAAP, financial results adjusted for items
repayment of the loan is expected to be provided substantially through the that are incurred and recognized, which are wholly and necessarily a
operation or sale of the collateral when the borrower is experiencing consequence of actions taken to sell (including through a public offering),
financial difficulty, including when foreclosure is deemed probable based on dispose of or wind down business activities associated with Citi’s
borrower delinquency. announced 14 exit markets.
Commercial card spend volume: Represents the total global spend Dividend payout ratio*: Represents dividends declared per common share
volumes using Citi-issued commercial cards net of refunds and returns. as a percentage of net income per diluted share.
Commercial cards: Provides a wide range of payment services to corporate DPD: Days past due
and public sector clients worldwide through commercial card products. DTA: Deferred tax asset
Services include procurement, corporate travel and entertainment, expense
management services and business-to-business payment solutions. DVA: Debt valuation adjustment
ECM: Equity Capital Markets
Consent Orders: In October 2020, Citigroup and Citibank entered into
consent orders with the FRB and OCC that require Citigroup and Citibank Efficiency ratio*: A ratio signifying how much of a dollar in expenses (as a
to make improvements in various aspects of enterprise-wide risk percentage) it takes to generate one dollar in revenue. Represents total
management, compliance, data quality management related to governance, operating expenses divided by total revenues, net.
and internal controls. In July 2024, the FRB and OCC entered into civil
EOP: End-of-period
money penalty consent orders with Citigroup and Citibank to address
remediation effort shortcomings. EPS*: Earnings per share
CRE: Commercial real estate EU: European Union
Credit cycle: A period of time over which credit quality improves, Fannie Mae: Federal National Mortgage Association
deteriorates and then improves again (or vice versa). The duration of a credit FASB: Financial Accounting Standards Board
cycle can vary from a couple of years to several years.
FCA: Financial Conduct Authority
Credit derivatives: Financial instruments whose value is derived from the
credit risk associated with the debt of a third-party issuer (the reference FDIC: Federal Deposit Insurance Corporation
entity), which allow one party (the protection purchaser) to transfer that risk Federal Reserve Board (FRB): The Board of the Governors of the Federal
to another party (the protection seller). Reserve System
Criticized: Loans, lending-related commitments or derivative receivables FFIEC: Federal Financial Institutions Examination Council
that are classified as special mention, substandard or doubtful for regulatory
FHA: Federal Housing Administration
purposes.
FHLB: Federal Home Loan Bank
Cross-border transaction value: Represents the total value of cross-border
FX payments processed through Citi’s proprietary Worldlink and Cross- FICO: Fair Isaac Corporation
Border Funds Transfer platforms, including payments from consumer, FICO score: A measure of consumer credit risk provided by credit bureaus,
corporate, financial institution and public sector clients. typically produced from statistical models by Fair Isaac Corporation
utilizing data collected by the credit bureaus.
FINRA: Financial Industry Regulatory Authority
221
FRB: Federal Reserve Board Master netting agreement: A single agreement with a counterparty that
permits multiple transactions governed by that agreement to be terminated
Freddie Mac: Federal Home Loan Mortgage Corporation
or accelerated and settled through a single payment in a single currency in
FVA: Funding valuation adjustment the event of a default (e.g., bankruptcy, failure to make a required payment
FX: Foreign exchange or securities transfer or deliver collateral or margin when due).
FX translation: The impact of converting non-U.S. dollar currencies into MBS: Mortgage-backed securities
U.S. dollars. MD&A: Management’s Discussion and Analysis, a section within an SEC
GAAP or U.S. GAAP: Generally accepted accounting principles in the Form 10-Q or 10-K.
United States of America. MEA: Middle East and Africa
Generative AI: A type of artificial intelligence that uses generative models Measurement alternative: Measures equity securities without readily
to create text and other content. determinable fair values at cost less impairment (if any), plus or minus
Ginnie Mae: Government National Mortgage Association observable price changes from an identical or similar investment of the
same issuer.
GSIB: Global Systemically Important Bank
Mexico Consumer: Mexico Consumer Banking
HFI loans: Loans that are held-for-investment (i.e., excludes loans held-for-
sale). Mexico Consumer/SBMM: Mexico Consumer Banking and Small
Business and Middle-Market Banking reported within Legacy Franchises in
HFS: Held-for-sale All Other. Mexico Consumer/SBMM operates primarily through Grupo
HQLA: High-quality liquid assets. Consist of cash and certain high-quality Financiero Banamex, S.A. de C.V. and its consolidated subsidiaries,
liquid securities as defined in the LCR rule. including Banco Nacional de Mexico, S.A., which provides traditional retail
banking and branded card products to consumers and small business
HTM: Held-to-maturity
customers and traditional middle-market banking products and services to
Hyperinflation: Extreme economic inflation with prices rising at a very commercial customers, and other affiliated subsidiaries that offer retirement
high rate in a very short time. Under U.S. GAAP, entities operating in a fund administration and insurance products.
hyperinflationary economy need to change their functional currency to the
Mexico SBMM: Mexico Small Business and Middle-Market Banking
U.S. dollar. Once the change is made, the CTA balance is frozen.
Moody’s: Moody’s Ratings
IMF: International Monetary Fund
MSRs: Mortgage servicing rights
Interchange fees: Fees earned from merchants based on Citi’s credit and
debit card customer sales transactions. Interchange fees are presented net of N/A: Data is not applicable or available for the period presented.
certain transaction processing fees paid, primarily to the networks, on behalf NAA: Non-accrual assets. Consists of non-accrual loans and OREO.
of the merchant.
NAL: Non-accrual loans. Loans for which interest income is not recognized
International region: Comprises six clusters: United Kingdom; Japan, Asia on an accrual basis. Loans (other than credit card loans and certain
North and Australia (JANA); LATAM; Asia South; Europe; and Middle East consumer loans insured by U.S. government-sponsored agencies) are placed
and Africa (MEA). on non-accrual status when full payment of principal and interest is not
IPO: Initial public offering 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
JANA: Japan, Asia North and Australia
well secured and in the process of collection. Collateral-dependent loans are
KPMG: KPMG LLP, Citi’s Independent Registered Public Accounting typically maintained on non-accrual status.
Firm
NAV: Net asset value
LATAM: Latin America
NCL(s): Net credit losses. Represents gross credit losses, less gross credit
LCR: Liquidity Coverage ratio. Represents HQLA divided by net outflows recoveries.
in the period.
NCL ratio*: Represents net credit losses (recoveries) (annualized), divided
LGD: Loss given default by average loans for the reporting period.
LIBOR: London Interbank Offered Rate Net capital rule: Rule 15c3-1 under the Securities Exchange Act of 1934.
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.
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NIM*: Net interest margin expressed as a yield percentage, calculated as Over-the-counter (OTC) derivatives: Derivative contracts that are
annualized net interest income divided by average interest-earning assets for negotiated, executed and settled bilaterally between two derivative
the period. counterparties, where one or both counterparties are derivatives dealers.
NM: Not meaningful Parent company: Citigroup Inc.
NNIA (net new investment asset flows) (Wealth): Represents investment Partner payments: Payments made to credit card partners primarily based
asset inflows, including dividends, interest and distributions, less investment on program sales and profitability.
asset outflows. Excluded from the calculation are the impacts of fees and
PD: Probability of default
commissions, market movement, internal transfers within Citi specific to
systematic upgrades/downgrades with USPB and any impact from strategic PIL: Personal installment loans
decisions by Citi to exit certain markets or services. Also excluded from the Prime balances: Prime balances are defined as clients’ billable balances
calculation are net new investment assets associated with markets for which where Citi provides cash or synthetic prime brokerage services.
data was not available for current-period reporting. Management uses this information in reviewing the business’s size and
Noncontrolling interests: The portion of an investment that has been growth and believes it is useful to investors concerning underlying business
consolidated by Citi that is not 100% owned by Citi. size and growth trends.
Non-GAAP financial measure: A non-GAAP financial measure is a Principal transactions revenue: Primarily trading-related revenues
numerical measure of the Company’s historical or future financial predominantly generated by the Services, Markets and Banking segments.
performance, financial position or cash flows that (i) excludes amounts, or is See Note 6.
subject to adjustments that have the effect of excluding amounts, that are Provision for credit losses: Composed of the provision for credit losses on
included in the most directly comparable measure calculated and presented loans, provision for credit losses on HTM investments, provision for credit
in accordance with GAAP in the statement of income, balance sheet or losses on other assets and provision for credit losses on unfunded lending
statement of cash flows (or equivalent statements) of the Company; or (ii) commitments.
includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the most directly comparable Provisions: Provisions for credit losses and for benefits and claims.
measure so calculated and presented. Purchased credit-deteriorated: Purchased credit-deteriorated assets are
Note: All “Note” references correspond to the Notes to the Consolidated financial assets that as of the date of acquisition have experienced a more-
Financial Statements herein, unless otherwise indicated. than-insignificant deterioration in credit quality since origination, as
determined by the Company.
NSFR: Net stable funding ratio
R&S forecast period: Reasonable and supportable period over which Citi
O/S: Outstanding forecasts future macroeconomic conditions for CECL purposes.
OCC: Office of the Comptroller of the Currency Real GDP: Real gross domestic product is the inflation-adjusted value of
OCI: Other comprehensive income (loss) the goods and services produced by labor and property located in a country.
Operating leverage*: Represents the year-over-year growth rate in basis Reconciling Items: Divestiture-related impacts excluded from the results of
points (bps) of Total revenues, net of interest expense less the year-over-year All Other, as well as All Other—Legacy Franchises on a managed basis. The
growth rate of Total operating expenses. A positive operating leverage Reconciling Items are fully reflected in Citi’s Consolidated Statement of
percentage indicates that the revenue growth rate was greater than the Income for each respective line item.
expense growth rate. Regulatory VaR: Daily aggregated VaR calculated in accordance with
OREO: Other real estate owned regulatory rules.
Organic growth (Wealth): Organic growth is defined as growth in client Release: A net decrease in the ACL through the provision for credit losses.
investment assets related to net new investment assets (NNIA) and Reported basis: Financial statements prepared under U.S. GAAP.
excluding the impact of market growth. It is calculated as the sum of NNIA
for each quarter from the fourth quarter of 2024 through the third quarter of Results of operations that exclude certain impacts from gains or losses
2025 divided by third quarter of 2024 client investment assets. 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
OTTI: Other-than-temporary impairment related to the sale of Citi’s consumer banking business in Australia).
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.
223
Results of operations that exclude the impact of FX translation*: measures on a taxable equivalent basis, including the metrics derived from
Represents GAAP items, excluding the impact of FX translation, whereby these measures, are non-GAAP financial measures.
the prior periods’ foreign currency balances are translated into U.S. dollars
TDR: Troubled debt restructuring. Prior to January 1, 2023, a TDR was
at the current period’s conversion rates (also known as constant dollar).
deemed to occur when the Company modified the original terms of a loan
GAAP measures excluding the impact of FX translation are non-GAAP
agreement by granting a concession to a borrower that was experiencing
financial measures.
financial difficulty. Loans with short-term and other insignificant
Retail Services: Citi’s U.S. retail services cards business with a portfolio of modifications that are not considered concessions were not TDRs. The
co-brand and private label relationships (including, among others, The accounting guidance for TDRs was eliminated with the adoption of ASU
Home Depot, Best Buy, Macy’s and Sears). 2022-02. See “Accounting Changes” in Note 1.
RoTCE*: Return on tangible common equity. Represents net income less TEGU: taxable equivalent gross-up adjustments
preferred dividends (both annualized), divided by average tangible common
TLAC: Total loss-absorbing capacity
equity for the period.
Total ACL: Allowance for credit losses, which comprises the allowance for
RWA: Risk-weighted assets. Basel III establishes two comprehensive
credit losses on loans (ACLL), allowance for credit losses on unfunded
approaches for calculating RWA (the Standardized Approach and the
lending commitments (ACLUC), allowance for credit losses on HTM
Advanced Approaches), which include capital requirements for credit risk,
securities and allowance for credit losses on other assets.
market risk and operational risk for Advanced Approaches. Key differences
in the calculation of credit risk RWA between the Standardized and Total payout ratio*: Represents total common dividends declared plus
Advanced Approaches are that for Advanced, credit risk RWA is based on common share repurchases as a percentage of net income available to
risk-sensitive approaches that largely rely on the use of internal credit common shareholders.
models and parameters, whereas for Standardized, credit risk RWA is Transactional and product servicing: Comprises costs incurred in ongoing
generally based on supervisory risk-weightings, which vary primarily by support of products or services, which are predominantly variable costs
counterparty type and asset class. Market risk RWA is calculated on a driven by transaction volumes, client accounts or other variable costs. These
generally consistent basis between Basel III Standardized Approach and costs are primarily composed of brokerage exchange and clearance costs,
Basel III Advanced Approaches. exchange fees, regulatory memberships, customer-related costs (statement
S&P: Standard and Poor’s Global Ratings processing, postage, client activity, etc.) and certain indirect, non-income tax
payments that are not recorded in Provision for income taxes in the
SCB: Stress Capital Buffer
Consolidated Statement of Income.
SEC: The U.S. Securities and Exchange Commission
Transformation: Citi has embarked on a multiyear transformation, with the
SLR: Supplementary Leverage ratio. Represents Tier 1 Capital divided by target outcome to change Citi’s business and operating models such that
Total Leverage Exposure. they simultaneously strengthen risk and controls and improve Citi’s value to
SOFR: Secured Overnight Financing Rate customers, clients and shareholders.
Unaudited: Financial statements and information that have not been
SPEs: Special purpose entities
subjected to auditing procedures sufficient to permit an independent
Standardized Approach: Established through Basel III, the Standardized certified public accountant to express an opinion.
Approach aligns regulatory capital requirements more closely with the key
U.S. dollar clearing volume: Represents the number of U.S. dollar clearing
elements of banking risk by introducing a wider differentiation of risk
payment instructions processed by Citi on behalf of U.S. and foreign-
weights and a wider recognition of credit risk mitigation techniques, while
domiciled entities (primarily financial institutions).
avoiding excessive complexity. Accordingly, the Standardized Approach
produces capital ratios more in line with the actual economic risks that U.S. Treasury: U.S. Department of the Treasury
banks face. VaR: Value at risk. A measure of the dollar amount of potential loss from
Tangible book value per share (TBVPS)*: Represents tangible common adverse market moves in an ordinary market environment.
equity divided by EOP common shares outstanding.
VIEs: Variable interest entities
Tangible common equity (TCE): Represents common stockholders’ equity
Wallet: Proportion of fee revenue based on estimates of investment banking
less goodwill and identifiable intangible assets, other than MSRs.
fees generated across the industry (i.e., the revenue wallet) from investment
Taxable equivalent basis: Represents the total revenue, net of interest banking transactions in M&A, equity and debt underwriting, and loan
expense for the business, adjusted for revenue from investments that receive syndications.
tax credits and the impact of tax-exempt securities. This metric presents
results on a level comparable to taxable investments and securities. GAAP
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Exhibit 10.1
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”).
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.
________________________
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 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, 2025 (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
(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.
Metric: Citigroup Weighted Percentage of Target PSUs Earned Metric: Citigroup Cumulative Percent of Target PSUs
Average RoTCE over the TBVPS over the Earned
Performance Period Performance Period
Less than ___% ___% Less than $___ ___%
At least ___% and less than Interpolation from ___% to ___% At least $____ and less than
Interpolation from ___% (at
___% dependent on Relative Weighted $___ $___ cumulative TBVPS) to
Average RoTCE performance ___% (at $___ cumulative
TBVPS)
At least ___% and less than At least $___ and less than Interpolation from ___% (at
___% Greater of (1) interpolation from $___ $___ cumulative TBVPS) to
100% (at ___% RoTCE) to ___% (at ___% (at $___ cumulative
___% RoTCE) and (2) percentage TBVPS)
based on Relative Weighted Average
RoTCE performance
___% or more ___% At least $___ and less than ___%
$___
3
At least $___ and less than Interpolation from ___% (at
$___ $___ cumulative TBVPS) to
___% (at $___ cumulative
TBVPS)
$___ or more ___%
(ii) Interpolation.
(1) For the Weighted Average RoTCE performance metric, if Weighted Average RoTCE is between the ___% and ___%
targets, for purposes of interpolation from ___% (at ___% RoTCE) to ___% (at ___% RoTCE) the number of PSUs earned
by Participant 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.
(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 RoTCE for the fiscal years 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.
“Relative Weighted Average RoTCE” means the ranking of Citigroup’s Change in Weighted Average RoTCE compared to the rank of
the Change in Weighted Average RoTCE of the members of the Comparison Group determined in accordance with Subsection 2(b)(iv).
“Change in Weighted Average RoTCE” means the absolute (not relative) difference between the weighted average of Citigroup’s or a
member of the Comparison Group’s, as applicable, RoTCE for the fiscal years 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 and the ROTCE for the fiscal year immediately prior to the
beginning of the Performance Period.
“RoTCE” means the return on tangible common equity 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.
4
“Comparison Group” means the companies listed below:
(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 Change in Weighted Average RoTCE, and after that ranking Citigroup’s Change in
Weighted Average RoTCE relative to the Change in Weighted Average RoTCE of members of the Comparison Group will determine
the percentage of PSUs earned under the Relative Weighted Average RoTCE performance metric, as follows (using straight-line
interpolation):
After the end of the Performance Period, the Committee will rank each member of the Comparison Group according to Change in
Weighted Average RoTCE as follows:
5
Citigroup’s Change in Weighted Average RoTCE will then be compared to Change in Weighted Average RoTCE of the Comparison
Group. If Citigroup’s Change in Weighted Average RoTCE is (1) equal to the Change in 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
Change in 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 Change in Weighted Average RoTCE of the
highest ranking Comparison Group member or less than the Change in 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.
(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
6
(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 of Citigroup Inc. common stock 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, Change in 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 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, shall be deemed to be in addition to, and not in limitation of, any such authorities.
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
prior to the Award Date with the Company providing otherwise, or (ii) as otherwise provided in Section 4 hereof.
____________________
4
Insert the day immediately preceding the first day of the Performance Period.
7
(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.
(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
8
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 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
9
Agreement. For the avoidance of doubt, the service requirements of Section 3(a) of this Agreement shall apply to participant’s Award if
Participant is subsequently rehired by the Company.
(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 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) 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
10
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.
(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
11
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. 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.
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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.
(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.
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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 any other communication, relating in any way to the Award and (y) establish and operationalize administrative
procedures to implement the terms of the Award.
(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 Change in Weighted Average RoTCE, Relative Weighted Average RoTCE performance, 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 Change in Weighted
Average RoTCE, Relative Weighted Average RoTCE performance, 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 Change in
Weighted Average RoTCE, Relative Weighted Average RoTCE Performance, 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 Change in Weighted Average RoTCE, Relative Weighted Average RoTCE performance, 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
14
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.
(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.
(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,
15
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.
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.
(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.
16
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 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 Delaware (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)
17
is held to be unenforceable, then Subsection 15(a) shall be severable from the remaining provisions of this Agreement.
(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 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
18
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.
***
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SCHEDULE 1- DATA PROTECTION STATEMENT (APPLICABLE WHERE THE GDPR APPLIES)
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.
Recipients of Personal Information
(i) Human resources personnel responsible for administering the award
programs, including local and regional equity award coordinators, and global
coordinators located in the United States;
(ii) Participant’s U.S. broker and equity account administrator and trade
facilitator;
(iii) Participant’s U.S., regional and local employing entity and business unit
management, including Participant’s supervisor and his/her superiors;
(iv) The Committee or its designee, which is responsible for administering the
Plan, DIRAP and CAP;
(v) The Company’s technology systems support team (but only to the extent
necessary to maintain the proper operation of electronic information systems
that support the incentive award programs); and
(vi) Internal and external legal, tax and accounting advisors (but only to the
extent necessary for them to advise the Company on compliance and other
issues affecting the incentive award programs in their respective fields of
expertise).
20
Details of transfers outside the EU Participant’s personal data may be transferred to the United States or another
country that has not been certified by the European Commission as offering
equivalent or "adequate protection" to the EU country of your last employment
(or current residence). Information that is transferred between Citigroup and its
affiliates is done in accordance with the Company’s Binding Corporate Rules.
Where personal data is transferred to non-affiliated organizations (for the
execution of investments, payments or any other transactions), the Company
shall procure that such non-affiliated organizations agree to a similar level of
protection as is provided under the Company’s Binding Corporate Rules.
Individual rights
Under the General Data Protection Regulation (EU) 2016/679 individuals have
data subject rights including the right to access and correct personal data for
data processed by or on behalf of any entity affiliated with the Company in the
EU/EEA. You may exercise these rights by sending a written request to the
EMEA Chief Privacy Officer identified above.
Right to complain
If you are unhappy with the way the Company has handled your personal
information or any privacy query or request that you have raised with the EMEA
Chief Privacy Officer, you have a right to lodge a complaint with a competent
supervisory authority, in particular in the Member State of your habitual
residence or place of work, of an alleged infringement of the GDPR.
***
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
Exhibit 10.2
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 June 1, 2024, 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.
Given the scope and nature of your role, we expect that your travel schedule will cause you not to become a US resident for federal income tax
purposes during at least 2024 and 2025, and perhaps thereafter. We agree to consider in good faith at your request reasonable further steps to
accommodate your tax planning, as they may evolve.
Base Salary:
Your annual base salary will be $1 million (which will be prorated for the time you work in 2024), payable in accordance with Citi’s regular
payroll practice (which currently provides for payments every other Friday).
Guaranteed Award:
For performance year 2024, in addition to the base salary you will receive an award under Citi’s Discretionary Incentive and Retention Award
Plan (“DIRAP”), with a pre-tax nominal value of $22 million 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 a cash lump sum in 2025 (but no later than March 15th of such year). If you
resign (or give notice of your resignation) or your employment terminates 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 2025, at the same time similar awards are granted to other members of the Executive Management Team.
Half of that portion
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
will be in the form of deferred DIRAP awards, which vest in four equal annual installments beginning on January 20, 2026, 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 payment in a lump sum in 2028 on or prior to March 15, 2028.
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.
DIRAP Awards:
After performance year 2024, 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.
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AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
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. DIRAP Awards
may be subject to vesting conditions and other terms and conditions as described in the award program documents.
The average closing prices of a share of common stock of your current employer on the NYSE for the 20 trading days ending on the
trading day preceding your Start Date MULTIPLIED by 64,896.00.
The Replacement Cash In Lieu of Forfeited Equity Award shall vest on April 14, 2025, provided that, except as otherwise provided for herein, you
remain continuously employed by Citi (and have not given notice of your resignation) through such 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 after Citi has determined that all
applicable vesting conditions have been met. If your primary work location 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), you agree to repay the pre-tax amount of
the Replacement Cash In Lieu of Forfeited Equity Award already paid to you within 60 days of your termination date, provided however that the
repayment of any amount previously paid to any taxing authority (by you or by Citi) shall not be required to be repaid until recovered from a tax
authority. 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.
The average closing prices of a share of common stock of your current employer on the NYSE for the 20 trading days ending on
the trading day preceding your Start Date MULTIPLIED by 198,551.00 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. The
Replacement Equity Award shall vest as follows:
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AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
provided that, except as otherwise provided for herein, you remain continuously employed by Citi through each vesting date, respectively, and
meet all other vesting conditions, subject to early vesting pursuant to the terms of the awards. (The current early vesting provision is included on
Exhibit A attached hereto.) The vested portion of your award will be paid to you as soon as administratively practicable after Citi has determined
that all applicable vesting conditions have been met. Other terms and conditions of the Replacement Equity Award can be accessed [Link
intentionally omitted] or upon request.
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 current
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). Further, if some or all of your
awards that are vested but subject to sale restrictions are forfeited by reason of your departure from your current employer, then the
Replacement Cash in Lieu of Forfeited Equity Award and Replacement Equity Award (as appropriate) will be adjusted to reflect such additional
forfeiture.
Award Approvals:
The awards discussed herein and granted to you in connection with your acceptance of employment with Citi are subject to required
approval(s) by management and the Compensation, Performance and Culture Committee of Citigroup Inc.'s Board of Directors, which approvals
have been obtained.
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
Termination Provisions:
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) by reason of your actions or failures to act, you fail to be licensed to perform your duties; (ix) you fail to
devote substantially 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 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
(xii) your actions subject Citi, by virtue of your affiliation with Citi, to negative or adverse publicity.
(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
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
Guaranteed Award, to the extent previously paid, within 60 days of your termination date (provided however that the repayment of any amount
previously paid to any taxing authority (by you or by Citi) shall not be required to be repaid until recovered from a tax authority), 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 upon your termination without Cause as described herein, if such termination occurs in
2024, shall be in lieu of any separation pay or similar benefits you might otherwise be eligible to receive pursuant to any plan or policy. In
addition, payment or delivery upon termination without Cause of the Guaranteed Award and awards granted from performance year 2025
onwards 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, 2025 the Guaranteed Award will be paid to your
estate as soon as administratively practicable. If your employment is terminated by reason of your death on or after February 28, 2025, your
Guaranteed Award will be awarded and paid in accordance with the terms specified above. In addition, if applicable, the entirety of any unpaid
or unvested portion of any other cash, equity, or other awards (including replacement awards) granted to you pursuant to this Letter (for the
avoidance of doubt, this includes the Guaranteed Award and the replacement awards), shall immediately vest and be paid or delivered to your
estate as soon as administratively practicable. Upon your death, the unpaid or unvested portion of any cash, equity or other awards granted to
you for performance year 2025 or any subsequent performance year shall be subject to the terms applicable to awards granted to other
members of the Executive Management Team.
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,
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
in compliance with the Immigration Reform and Control Act of 1986, complete an Employment Verification Form I-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.
Regulatory Requirements:
In this position, you will be designated as an officer under Rule 16a-1(f) of the Securities Exchange Act of 1934. Further, you will be required to
comply with Federal Reserve Bank (FRB) Regulation O.
You are required to maintain your covered investment accounts in accordance with Citi’s applicable policies. The relevant policies identify certain
preferred brokers. Citi’s compliance group will work with you to assess your situation and facilitate an orderly transition and timely compliance.
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.
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
Taxes:
All compensation, payments, incentive and retention awards, stock, options, perquisites, and benefits set forth in this Letter are subject to
applicable US and foreign 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. For tax periods ending on or prior to
April 30, 2026, provided that your employment with Citi has not ended, Citi shall reimburse you for the cost associated with the appointment of
tax advisors to discharge this obligation.
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.
Sara Wechter
Chief Human Resources Officer Citigroup Inc.
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EXECUTION COPY [Citi Letterhead]
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2024
EXHIBIT A
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
Exhibit 22.01
CERTIFICATION
I, Jane Fraser, certify that:
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.
CERTIFICATION
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.
In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended September 30, 2025 (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.
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.
Exhibit 99.01
Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class Ticker Symbol(s) Title for iXBRL Name of each exchange
on which registered
Common Stock, par value $.01 per share C Common Stock, par value $.01 per share New York Stock Exchange
7.625% Trust Preferred Securities of Citigroup Capital III (and C/36Y 7.625% TRUPs of Cap III (and registrant’s New York Stock Exchange
registrant’s guaranty with respect thereto) guaranty)
7.875% Fixed Rate / Floating Rate Trust Preferred Securities
7.875% FXD / FRN TruPS of Cap XIII
(TruPS®) of Citigroup Capital XIII (and registrant’s guaranty CN New York Stock Exchange
(and registrant’s guaranty)
with respect thereto)
Medium-Term Senior Notes, Series N, Callable Fixed Rate MTN, Series N, Callable Fixed Rate Notes
Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty C/28 Due Apr 2028 of CGMHI (and registrant’s New York Stock Exchange
with respect thereto) guaranty)
Medium-Term Senior Notes, Series N, Floating Rate Notes Due MTN, Series N, Floating Rate Notes Due
September 17, 2026 of CGMHI (and registrant’s guaranty with C/26 Sept 2026 of CGMHI (and registrant’s New York Stock Exchange
respect thereto) guaranty)
Medium-Term Senior Notes, Series N, Floating Rate Notes Due MTN, Series N, Floating Rate Notes Due
September 15, 2028 of CGMHI (and registrant’s guaranty with C/28A Sept 2028 of CGMHI (and registrant’s New York Stock Exchange
respect thereto) guaranty)
Medium-Term Senior Notes, Series N, Floating Rate Notes Due MTN, Series N, Floating Rate Notes Due
October 6, 2028 of CGMHI (and registrant’s guaranty with C/28B Oct 2028 of CGMHI (and registrant’s New York Stock Exchange
respect thereto) guaranty)
Medium-Term Senior Notes, Series N, Floating Rate Notes Due MTN, Series N, Floating Rate Notes Due
March 21, 2029 of CGMHI (and registrant’s guaranty with C/29A Mar 2029 of CGMHI (and registrant’s New York Stock Exchange
respect thereto) guaranty)