C 10-K Annual Report Dec. 31, 2022 | Alphaminr

C 10-K Fiscal year ended Dec. 31, 2022

CITIGROUP INC
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TABLE OF CONTENTS
Part IPart IIPart IIIPart IV

Exhibits

3.01 Restated Certificate of Incorporation of Citigroup, as amended, as in effect on the date hereof, incorporated by reference to Exhibit 3.01 toCitigroup's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed November 8, 2021 (File No. 001-09924). 3.02 By-Laws of Citigroup, as amended, as in effect on the date hereof, incorporated by reference to the Companys Current Report on Form 8-K filed December 18, 2019 (File No. 001-09924). 4.01 Form of Senior Indenture between Citigroup and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.8 to the Companys Registration Statement on Form S-3 filed November 13, 2013 (File No. 333-192302). 4.02 First Supplemental Indenture, dated as of February 1, 2016, between Citigroup and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.01 to the Companys Current Report on Form 8-K filed February 1, 2016 (File No. 001-9924). 4.03 Second Supplemental Indenture, dated as of December29, 2016, between Citigroup and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit4.01 to the Companys Current Report on Form8-K filed December29, 2016 (File No. 001-9924). 4.04 Third Supplemental Indenture dated as of June 26, 2017 among Citigroup Global Markets Holdings Inc., the Company and The Bank of New York Mellon, as trustee, to Indenture dated as of November 13, 2013, incorporated by reference to Exhibit 4.01 to the Companys Quarterly Report on Form 10-Q filed August 1, 2017 (File No. 001-09924). 4.05 Fourth Supplemental Indenture dated as of June 27, 2019, between Citigroup and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed June 28, 2019 (File No. 001-09924). 4.06 Subordinated Debt Indenture, dated as of April12, 2001, between the Company and The Bank of New York Mellon, as successor to JP Morgan Chase Bank (formerly Bank One Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-3 filed February 4, 2013 (File No. 333-186425). 4.08 Second Supplemental Indenture, dated as of May 18, 2016, between Citigroup and The Bank of New York Mellon, as successor to J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form8-K filed May20, 2016 (File No. 001-9924). 4.09 Third Supplemental Indenture, dated as of March1, 2017, between Citigroup and The Bank of New York Mellon, as successor to J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.11 to the Companys Registration Statement on Form S-3 filed March 1, 2017 (File No. 333-216372). 4.10 Fourth Supplemental Indenture, dated as of June 27, 2019, between Citigroup and The Bank of New York Mellon,as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed June 28, 2019 (File No. 001-09924). 4.16 Fifth Supplemental Indenture, dated as of December 9, 2008, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.04 to the Companys Current Report on Form 8-K filed December 11, 2008 (File No. 001-09924). 4.17 Sixth Supplemental Indenture, dated as of December 20, 2012, between the Company and The Bank of New York Mellon, as trustee, providing for the issuance of debt securities, incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed December 21, 2012 (File No. 001-09924). 4.18 Seventh Supplemental Indenture, dated as of May 18, 2016, between Citigroup Inc. and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-K filed May 20, 2016 (File No. 001-9924). 4.20 Second Supplemental Indenture, dated as of December 20, 2012, among Citigroup Funding Inc., the Company and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed December 21, 2012 (File No. 001-09924). 4.23 Senior Debt Indenture, dated as of March 8, 2016, between Citigroup Global Markets Holdings Inc., the Company and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed March 9, 2016 (File No. 001-09924). 4.24 First Supplemental Indenture, dated as of March 1, 2017, between Citigroup Global Markets Holdings Inc., the Company and the Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.24 to the Companys Registration Statement on Form S-3 filed March 1, 2017 (File No. 333-216372). 4.25 Second Supplemental Indenture, dated as of April 13, 2020, between Citigroup Global Markets Holdings Inc., the Company and the Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.01 to the Companys Current Report on Form 8-K filed on April 13, 2020 (File No. 001-09924). 4.27 Specimen Physical Common Stock Certificate of Citigroup, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed May 9, 2011 (File No. 001-09924). 4.28 Amended and Restated Declaration of Trust for Citigroup Capital XIII (incorporated by reference to Exhibit 4.02 to Citigroups Current Report on Form 8-K filed on September 30, 2010 (File No. 109924)). 4.30+ Description of Citigroups Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10.01* Citi Discretionary Incentive and Retention Award Plan (as Amended and Restated Effective as of January 1, 2015), incorporated by reference to Exhibit 10.01 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-09924) (the Companys 2014 10-K). 10.02.1* Citigroup 2014 Stock Incentive Plan (as amended and restated effective April 24, 2018), incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed April 30, 2018 (File No. 001-09924). 10.02.2* Citigroup 2019 Stock Incentive Plan (as amended and restated effective April 26, 2022), incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed April 26, 2022 (File No. 001-09924). 10.03* Citigroup Inc. Deferred Cash Award Plan (as Amended and Restated Effective as of January 1, 2015), incorporated by reference to Exhibit 10.03 to the Companys 2014 10-K. 10.04.1* Form of Citigroup Inc. CAP/DCAP Agreement (for awards granted on February 14, 2019 and in future years), incorporated by reference to Exhibit 10.02 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (File No. 001-09924). 10.04.2* Form of Citigroup Inc. CAP/DCAP Agreement (for awards granted on February 10, 2022 and in future years), incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (File No. 001-09924). 10.05* Form of Citigroup Inc. CAP Agreement, incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 (File No. 001-09924). 10.06* Citigroup Inc. DCAP Agreement, incorporated by reference to Exhibit 10.04 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (File No. 001-09924). 10.07* The Amended and Restated 2011 Citigroup Executive Performance Plan (as amended and restated as of January 1, 2021), incorporated by reference to Exhibit 10.07 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 001-09924). 10.08.1* Form of Citigroup Inc. Performance Share Unit Award Agreement (awards dated February 14, 2019 and in future years), incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (File No. 001-09924). 10.08.2* Form of Citigroup Inc. Performance Share Unit Award Agreement (awards dated February 11, 2021 and in future years), incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (File No. 001-09924). 10.09* Citigroup Management Committee Termination Notice and Non-Solicitation Policy, effective October 2, 2006, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed October 6, 2006 (File No. 001-09924). 10.10* Citigroup Inc. Omnibus Non-Qualified Plan Amendment, effective as of June 2, 2014, incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 (File No. 001-09924). 10.11* The Retirement Plan for Specified Non-United States International Staff of Citibank, N.A. and Participating Companies As Amended and Restated Effective January 1, 2000 (with amendments through December 31, 2008), incorporated by reference to Exhibit 10.02 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (File No. 001-09924). 10.12* Letter Agreement, dated December 21, 2011, between Citigroup Inc. and Michael Corbat, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed December 22, 2011 (File No. 001-09924). 10.13* Citigroup Inc. Non-Employee Directors Compensation Plan (effective as of January 1, 2008), incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (File No. 001-09924). 10.14* Citigroup Inc. Off-Cycle Award Agreement for Deferred Stock Award and Deferred Cash Award granted to Jane Fraser (dated November 25, 2019), incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019. (File No. 001-09924). 10.15* Agreement between Stephen Bird and Citibank, N.A. (dated November 8, 2019), incorporated by reference to Exhibit 10.15 to the Companys 2019 10-K (File No. 001-09924). 10.16.1* Letter Agreement, dated April 22, 2020, between Paco Ybarra and Citigroup Global Markets Limited, incorporated by reference to Exhibit 10.03 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (File No. 001-09924). 10.16.2* Amendment to Letter Agreement, dated April 22, 2020, between Paco Ybarra and Citigroup Global Markets Limited (dated June 19, 2020), incorporated by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No. 001-09924). 10.16.3* Amendment to Letter Agreement, dated April 22, 2020, between Paco Ybarra and Citigroup Global Markets Limited (dated June 29, 2020), incorporated by reference to Exhibit 10.02 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (File No. 001-09924). 10.17* Agreement between Bradford Hu and Citibank, N.A. (dated as of March 12, 2021), incorporated by reference to Exhibit 10.03 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (File No. 001-09924). 10.18* Form of Transformation Program Agreement (for awards granted on November 1, 2021), incorporated by reference to Exhibit 10.02 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (File No. 001-09924). 21.01+ Subsidiaries of Citigroup. 23.01+ Consent of KPMG LLP, Independent Registered Public Accounting Firm. 24.01+ Powers of Attorney. 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.