Ar 14 CP

Citigroup Inc.
399 Park Avenue

New York, NY 10043
March 12, 2014
Dear Stockholder:
We cordially invite you to attend Citis Annual Stockholders Meeting. The Annual Meeting will be held on
Tuesday, April 22, 2014, at 9AM CDT in the Landmark Ballroom at the Renaissance St. Louis Grand Hotel
in St. Louis, Missouri. Directions to the 2014 Annual Meeting location are provided on page 100 of this
Proxy Statement.
At the Annual Meeting, stockholders will vote on a number of important matters. Please take the time to
carefully read each of the proposals described in the attached Proxy Statement.
Thank you for your support of Citi.
Sincerely,

Michael E. ONeill
Chairman of the Board
i 2014 PROXY STATEMENT
LETTER FROM THE BOARD OF DIRECTORS
TO OUR STOCKHOLDERS
We can draw satisfaction from all that we accomplished in 2013. Despite a tepid global economy, the
continuation of social and political pressures, legacy challenges and other uncertainties, we achieved our
highest earnings since the financial crisis. We improved the firms efficiency and returns, and we built
significant capital and liquidity such that by year-end Citi had already exceeded future Basel requirements
ahead of schedule. We passed our annual stress test, with an approved capital plan, and successfully
submitted a comprehensive resolution plan to our U.S. regulators, which they deemed to be complete.
While legacy items have negatively affected our profitability in recent years, and continue to do so, we
significantly shrank the losses and assets of Citi Holdings, and reduced our deferred tax asset.
Despite these significant achievements, management and the board realize that over time Citi must
generate returns above its cost of capital to achieve the level of profitability our shareholders expect. At
the end of 2012, our CEO Mike Corbat and his management team produced a three-year plan (2013-2015)
aimed at achieving the following financial targets by 2015: return on tangible common equity of over 10
percent; an efficiency ratio in the mid-50 percent range at the Citicorp level; and return on assets of 90 to
110 basis points. The firm achieved or exceeded most of the 2013 plan objectives, but clearly there is more
to do. It goes without saying that the companys future success will be dependent on maintaining sound
risk management principles, and that is the bedrock upon which the plan has been built. The recent events
in Mexico remind us of the constant need to be vigilant and to continue to work on strengthening our
processes and controls.
EXECUTIVE COMPENSATION
As we described one year ago, we developed a new compensation program that uses an objective
framework to determine incentive awards for top management, and we fully implemented the program
this year. In our effort to more closely link compensation with measurable company and individual
performance, scorecards were developed for each of our senior managers and performance against the
scorecard objectives served as the foundation for our compensation decisions. As you will see, our senior
managers achieved most of their 2013 goals, and their performance reviews reflect that fact. While we
used an objective framework for the initial assessments, we considered other factors in reaching our
final compensation decisions, as requested by our investors. We ultimately made mostly downward
adjustments to the compensation awards judgment we exercised to better reflect where we believe we
are as a company. We explain those decisions in the Compensation Discussion and Analysis in this Proxy
Statement.
ON CULTURE AND ETHICS
The board and management are conscious of the pervasive public perception that many members of this
industry do not behave ethically. This perception undermines trust across the financial services sector and
in our institution. The board and management are committed to addressing this industry issue head on.
Management has put in place a comprehensive program to support and enhance the institutional values
which have served this company for over 200 years. This program includes improved training, stronger
controls, zero tolerance for malfeasance, and a renewed focus throughout the firm on our core philosophy
of responsible finance and on adherence to our code of conduct. The board is in the process of establishing
a new, separate committee focused solely on ethics and culture. We have no higher priority than ensuring
that we hold everyone at Citi to the highest ethical standard.
ii 2014 PROXY STATEMENT
ACTIVE SHAREHOLDER ENGAGEMENT
We appreciate the ongoing feedback we receive from our investors thank you for your support. Dialogue
with shareholders makes us better stewards of your investment. We continue to invite you to write to us
with your reactions and suggestions at Citigroup Inc. Board of Directors c/o Rohan Weerasinghe, General
Counsel and Corporate Secretary, 399 Park Avenue, New York, New York 10043.
Michael L. Corbat Robert L. Ryan
Duncan P. Hennes Anthony M. Santomero
Franz B. Humer Joan E. Spero
Robert L. Joss Diana L. Taylor
Michael E. ONeill William S. Thompson, Jr.
Gary M. Reiner James S. Turley
Judith Rodin Ernesto Zedillo Ponce de Leon
A WORD OF APPRECIATION
We would like to offer a final word of thanks to Robert Joss, who is retiring from our Board, having reached
the mandatory retirement age. Bob joined the Board in 2009, and he has been a very active and astute
board and committee member. We thank Bob for his many valuable contributions to Citi. We will miss his
tenacity and wise counsel.
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Notice of Annual Meeting of Stockholders
Dear Stockholder:
Citis Annual Stockholders Meeting will be held on Tuesday, April 22, 2014, at 9AM CDT in the Landmark
Ballroom at the Renaissance St. Louis Grand Hotel, in St. Louis, Missouri. Directions to the 2014 Annual
Meeting are provided on page 100 of this Proxy Statement. You will need an admission ticket or proof of
ownership of Citi stock to enter the meeting.
At the meeting, stockholders will be asked to:

elect Directors,

ratify the selection of Citis independent registered public accounting firm for 2014,

consider an advisory vote on Citis 2013 executive compensation,

approve the Citigroup 2014 stock incentive plan,

act on certain stockholder proposals, and

consider any other business properly brought before the meeting, or any adjournment or
postponement thereof, by or at the direction of the Board of Directors.
The close of business on February 24, 2014 is the record date for determining stockholders entitled
to vote at the Annual Meeting. A list of these stockholders will be available at Citis headquarters, 399
Park Avenue, New York City, for at least 10 days before the Annual Meeting or any adjournment or
postponement thereof.
This year, we have utilized the Securities and Exchange Commission rule allowing companies to furnish
proxy materials to their stockholders over the Internet. The e-proxy process allows us to expedite our
stockholders receipt of proxy materials, lower the costs of distribution and reduce the environmental
impact of our Annual Meeting.
In accordance with this rule, on or about March 12, 2014, we sent certain of our stockholders at the close
of business on February 24, 2014 a notice of the 2014 Annual Meeting containing a Notice of Internet
Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our Proxy
Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed
copy of our proxy materials from us instead of downloading a printable version from the Internet, please
follow the instructions for requesting such materials included in the Notice.
Please vote by telephone, mobile phone or Internet (instructions are on your proxy card, voter
instruction form, or Notice, as applicable), so that your shares will be represented whether or
not you attend the Annual Meeting. If you receive your materials by mail, please sign, date, and
promptly return the enclosed proxy card in the enclosed envelope.
By order of the Board of Directors
Rohan Weerasinghe
Corporate Secretary
March 12, 2014
2014 PROXY STATEMENT
CONTENTS
Mission Statement 1
About the Annual Meeting 2
How We Have Done 7
Annual Report 7
Corporate Governance 7
Corporate Governance Guidelines 8
Director Independence 9
Meetings of the Board of Directors and Committees 12
Meetings of Non-Management Directors 12
Board Leadership Structure 12
Board Diversity 13
Boards Role in Risk Oversight 13
Committees of the Board of Directors 13
Involvement in Certain Legal Proceedings 16
Certain Transactions and Relationships, Compensation Committee Interlocks, and
Insider Participation 16
Indebtedness 18
Business Practices 19
Code of Ethics for Financial Professionals 19
Ethics Hotline 20
Code of Conduct 20
Communications with the Board 20
Stock Ownership 21
Section 16(a) Beneficial Ownership Reporting Compliance 22
Proposal 1: Election of Directors 23
Director Criteria and Nomination Process 23
Director Qualifications 24
The Nominees 27
Directors Compensation 41
The Personnel and Compensation Committee Report 45
Compensation Discussion and Analysis 45
2013 Summary Compensation Table and Compensation Information 71
Management Analysis of Potential Adverse Effects of Compensation Plans 82
Audit Committee Report 83
2014 PROXY STATEMENT
Proposal 2: Ratification of Selection of Independent Registered Public
Accounting Firm 84
Proposal 3: Advisory Vote to Approve Citis 2013 Executive Compensation 86
Proposal 4: Approval of the Citigroup 2014 Stock Incentive Plan 87
Stockholder Proposals 91
Submission of Future Stockholder Proposals 99
Cost of Annual Meeting and Proxy Solicitation 99
Householding 99
Directions to Annual Meeting Location 100
ANNEX A ADDITIONAL INFORMATION REGARDING PROPOSAL 4 AND
CITIGROUP 2014 STOCK INCENTIVE PLAN A-1
ANNEX B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES B-1
1 2014 PROXY STATEMENT
Mission Statement
Citi works tirelessly to serve individuals, communities, institutions and nations. With 200 years of
experience meeting the worlds toughest challenges and seizing its greatest opportunities, we strive to
create the best outcomes for our clients and customers with financial solutions that are simple, creative
and responsible. An institution connecting over 1,000 cities, 160 countries and millions of people, we are
your global bank; we are Citi.
Citis Key Principles:
These are the values that guide us as we perform our mission.
Common Purpose
One team, with one goal: serving our
clients and stakeholders.
Responsible Finance
Conduct that is transparent, prudent
and dependable.
Ingenuity
Enhancing our clients lives through
innovation that harnesses the breadth
and depth of our information, global
network and world-class products.
Leadership
Talented people with the best training
who thrive in a diverse meritocracy
that demands excellence, initiative and
courage.
About the Annual Meeting
Annual Meeting of Stockholders
Time and Date 9:00 AM CDT, April 22, 2014
Place

Renaissance St. Louis Grand Hotel
800 Washington Avenue
St. Louis, Missouri
Record date February 24, 2014
Voting

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote
for each Director nominee and one vote for each of the other proposals to be voted on.
Admission An admission ticket is required to enter Citis Annual Meeting.
Meeting Agenda and Voting Matters
Board Vote Recommendation Page Reference (for more detail)
Election of Directors FOR EACH DIRECTOR NOMINEE 23
Ratification of KPMG LLP (KPMG) as auditor
for 2014
FOR 84
Advisory vote to approve Citis 2013
executive compensation
FOR 86
Approve the Citigroup 2014 Stock
Incentive Plan
FOR 87
Stockholder Proposals AGAINST 91-99
Transact other business that properly comes
before the meeting
6
Who is soliciting my vote?
The Board of Directors of Citigroup Inc. (the Board) is soliciting your vote at the 2014 Annual Meeting of
Citis stockholders.
Where and when will the Annual Meeting take place?
The Annual Meeting is scheduled to begin at 9:00 AM on April 22, 2014 in the Landmark Ballroom at the
Renaissance St. Louis Grand Hotel in St. Louis, Missouri. The entrance to the Ballroom is on Washington
Avenue between 9th and 10th Streets.
Why are you holding the Annual Meeting in St. Louis instead of New York City?
Citis Board chose St. Louis as the location for the annual meeting because we have a significant local
employee population and wanted to provide our local stockholder population with the opportunity to attend
Citis annual meeting. Under the Companys By-laws, the Board designates the location for the annual
meeting each year.
Why did I receive a one-page Notice in the mail regarding the Internet availability of proxy
materials this year instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we have elected to use
e-proxy as part of the distribution for our proxy materials. The e-proxy process has allowed us to expedite
our stockholders receipt of proxy materials, lower the costs of distribution and reduce the environmental
impact of our Annual Meeting. As a result, we are mailing to many of our stockholders a Notice of Internet
Availability of the Proxy Materials (Notice) instead of a paper copy of the proxy materials. All stockholders
receiving the Notice will have the ability to access the proxy materials over the Internet and receive a paper
copy of the proxy materials by mail on request. Instructions on how to access the proxy materials over the
Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions
on how you may access proxy materials in printed form by mail or electronically on an ongoing basis.
Why didnt I receive a notice in the mail about the Internet availability of the proxy materials?
We are providing some of our stockholders, including stockholders who have previously asked to receive
paper copies of the proxy materials and some of our stockholders who are living outside of the United
States, with paper copies of the proxy materials instead of a Notice about the Internet availability of the
proxy materials. In addition, we are providing notice of the availability of the proxy materials by e-mail
to those stockholders who have previously elected delivery of the proxy materials electronically. Those
stockholders should have received an e-mail containing a link to the website where those materials are
available and a link to the proxy voting website.
How can I access Citis proxy materials and Annual Report electronically?
This Proxy Statement and the 2013 Annual Report are available on Citis website at www.citigroup.com. Click
on About Us, and then Corporate Governance. Most stockholders can elect not to receive paper copies
of future Proxy Statements and Annual Reports and can instead view those documents on the Internet.
If you are a stockholder of record, you can choose this option and save Citi the cost of producing and mailing
these documents by following the instructions provided when you vote over the Internet. If you hold your Citi
stock through a bank, broker or other holder of record, please refer to the information provided by that entity
for instructions on how to elect not to receive paper copies of future Proxy Statements and Annual Reports.
If you choose not to receive paper copies of future Proxy Statements and Annual Reports, you will receive
an e-mail message next year containing the Internet address to use to access Citis Proxy Statement and
Annual Report. Your choice will remain in effect until you tell us otherwise or until your consent is deemed
to be revoked under applicable law. You do not have to elect Internet access each year. To view, cancel or
change your enrollment profile, please go to www.InvestorDelivery.com.
What will I be voting on?

Election of Directors (see page 23).

Ratification of KPMG as Citis independent registered public accounting firm for 2014 (see page 84).

An advisory vote to approve Citis 2013 executive compensation (see page 86).

Approval of the Citigroup 2014 Stock Incentive Plan (see page 87).

Four stockholder proposals (see pages 91-99).
An agenda will be distributed at the meeting.
How many votes do I have?
You will have one vote for every share of Citi common stock you owned on February 24, 2014 (the record date).
How many votes can be cast by all stockholders?
3,038,391,498, consisting of one vote for each of Citis shares of common stock that were outstanding on
the record date. There is no cumulative voting.
How many votes must be present to hold the meeting?
To constitute a quorum to transact business at the Annual Meeting, the holders of a majority of the votes
that can be cast, or 1,519,195,750 shares, must be present or represented by proxy at the Annual Meeting.
We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as
possible that enough votes will be present for us to hold the Annual Meeting. Persons voting by proxy will be
deemed present at the meeting even if they abstain from voting on any or all of the proposals presented for
stockholder action. Shares held by brokers who vote such shares on any proposal will be counted as present
for purposes of establishing a quorum, and shares treated as broker non-votes for one or more proposals will
nevertheless be deemed present for purposes of constituting a quorum for the Annual Meeting.
Does any single stockholder control 5% or more of any class of Citis voting stock?
Yes, according to a Schedule 13G Information Statement filed by BlackRock, Inc. and certain subsidiaries
(BlackRock) on February 10, 2014, BlackRock may be deemed to beneficially own 6.6% of Citis common
stock.
For further information, see Stock OwnershipOwners of More than 5% of Our Common Stock on
page 22 in this Proxy Statement.
How do I vote?
You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, shareholders have
a choice of voting over the Internet, by mobile phone, by telephone or by using a traditional proxy card.

Vote by Internet
Go to
www.proxyvote.com.
You will need the 12
digit number included
in your proxy card,
voter instruction form
or Notice.
Vote by Mobile
Phone
You can scan this
QR code to vote
with your mobile
phone. You will
need the 12 digit
number included
in your proxy card,
voter instruction
form or Notice.
Vote by Phone
Call the number on
your proxy card or
the number on your
voter instruction
form. You will need
the 12 digit number
included in your
proxy card, voter
instruction form
or Notice.
Vote by Mail
Send the
completed and
signed proxy card
or voter instruction
form to the address
on your proxy card
or voter instruction
form.
Vote in Person
See the below
instructions
regarding
attendance at the
Annual Meeting.
To reduce our administrative and postage costs, we ask that you vote through the Internet, by telephone,
or by using your mobile phone all of which are available 24 hours a day. To ensure that your vote is
counted, please remember to submit your vote by 11:59 PM Eastern Time on April 21, 2014.
If you are a record holder of Citi common stock, you may attend the Annual Meeting and vote in person. If you
want to vote in person at the Annual Meeting, and you hold your Citi common stock through a securities broker
(that is, in street name), you must obtain a proxy from your broker and bring that proxy to the Annual Meeting.
How do I get a printed proxy card?
There are three ways for stockholders to request a proxy card and a full set of materials at no charge if you
received a Notice instead of the printed materials. In all three examples you will need the 12 digit Control
Number printed on the Notice.
Requesting a proxy card

By telephone: 1-800-579-1639;

By Internet: www.proxyvote.com; or

By e-mail: [email protected] (send a blank e-mail with the 12 digit Control Number in
the subject line).
Can I change my vote?
Yes. Just send in a new proxy card with a later date, or cast a new vote by telephone or Internet, or send
a written notice of revocation to Citis Corporate Secretary at the address on the cover of this Proxy
Statement. If you attend the Annual Meeting and want to vote in person, you can request that your
previously submitted proxy not be used.
What if I dont vote for some of the matters listed on my proxy card?
If you return a signed proxy card without indicating voting instructions, your shares will be voted, in
accordance with the Boards recommendation, for the nominees listed on the card, for KPMG as
independent registered public accounting firm for 2014, for Citis 2013 executive compensation, for the
Citigroup 2014 Stock Incentive Plan, and against the stockholder proposals.
Can my broker vote my shares for me on the election of Directors or executive compensation
matters?
No. Please note that the rules that govern when brokers may vote your shares have changed. Brokers
may no longer use discretionary authority to vote shares on the election of Directors or on executive
compensation matters, including the advisory vote on compensation, and the Citigroup 2014 Stock
Incentive Plan, if they have not received instructions from their clients. Please see the following question
for an explanation of those matters on which brokers may vote your shares.
Can my shares be voted if I dont return my proxy card and dont attend the Annual Meeting?
If you dont vote your shares held in street name, your broker can vote your shares on matters that the New
York Stock Exchange (NYSE) has ruled discretionary.
Discretionary Items. KPMGs appointment is a discretionary item. NYSE member brokers who
do not receive instructions from beneficial owners may vote on this proposal as follows: (1) a Citi
affiliated member is permitted to vote your shares in the same proportion as all other shares are
voted with respect to this proposal; and (2) all other NYSE member brokers are permitted to vote your
shares at their discretion.
Non-discretionary Items. Brokers will not be able to vote your shares on the election of Directors,
the advisory vote to approve Citis 2013 executive compensation, the Citigroup 2014 Stock Incentive
Plan and the stockholder proposals if you fail to provide instructions. Generally, broker non-votes
occur on a matter when a broker is not permitted to vote on that matter without instructions from the
beneficial owner and instructions are not given.
If your shares are registered directly in your name, not in the name of a bank or broker, you must vote your
shares or your vote will not be counted. Please vote your proxy so your vote can be counted.
If I hold shares through Citigroups employee benefit plans and do not provide voting instructions,
how will my shares be voted?
If you hold shares of common stock through Citigroups employee benefit plans or stock incentive plans
and do not provide voting instructions to the plans trustees or administrators, your shares will be voted in
the same proportion as the shares beneficially owned through such plans for which voting instructions are
received, unless otherwise required by law.
What vote is required, and how will my votes be counted, to elect Directors and to adopt the
other proposals?
The following chart describes the proposals to be considered at the meeting, the vote required to elect
Directors and to adopt each of the other proposals, and the manner in which votes will be counted:
Proposal Voting Options Vote Required to Adopt the Proposal Effect of Abstentions
Effect of
Broker
Non-Votes*
Election of Directors. For, against, or abstain on
each nominee.
A nominee for Director will be elected if
the votes cast for such nominee exceed
the votes cast against such nominee.
No effect. No effect.
Ratification of KPMG. For, against, or abstain. The affirmative vote of a majority of the
shares of common stock represented
at the Annual Meeting and entitled to
vote thereon.
Treated as votes against. Brokers have
discretion to
vote.
Advisory vote to approve
Citis 2013 executive
compensation.
For, against, or abstain. The affirmative vote of a majority of the
vote thereon.
Treated as votes against. No effect.
The Citigroup 2014 Stock
Incentive Plan.
For, against, or abstain. The affirmative vote of a majority of the
vote thereon.
Four stockholder proposals. For, against, or abstain. The affirmative vote of a majority of the
vote thereon.
* A broker non-vote generally occurs when a broker is not permitted to vote on a matter without instructions from a customer
having beneficial ownership in the securities and has not received such instructions.
If a nominee for Director is not reelected by the required vote, he or she will remain in office until a
successor is elected and qualified or until his or her earlier resignation or removal. Citis By-laws provide
that in the event a Director nominee is not reelected, such Director shall offer to resign from his or her
position as a Director. Unless the Board decides to reject the offer or to postpone the effective date of the
offer, the resignation shall become effective 60 days after the date of the election.
The result of the advisory vote to approve Citis 2013 executive compensation is not binding on the Board,
whether or not the resolution is passed under the voting standards described above. In evaluating the
stockholder vote on the advisory resolution, the Board will consider the voting results in their entirety.
Is my vote confidential?
In 2006, the Board adopted a confidential voting policy as a part of its Corporate Governance Guidelines.
Under the policy, except as necessary to meet applicable legal requirements, all votes, whether submitted
by proxies, ballots, internet voting, telephone voting or otherwise are kept confidential for registered
stockholders who request confidential treatment. If you are a registered stockholder and would like your
vote kept confidential, please check the appropriate box on the proxy card or follow the instructions when
submitting your vote by telephone, mobile phone, or by the Internet. If you hold your shares in street name
or through an employee benefit plan or stock incentive plan, your vote already receives confidential treatment
and you do not need to request confidential treatment in order to maintain the confidentiality of your vote.
The confidential voting policy will not apply in the event of a proxy contest or other solicitation based on an
opposition Proxy Statement and in certain other limited circumstances. For further details regarding this
policy, please see the Corporate Governance Guidelines, available on Citis website www.citigroup.com.
Could other matters be decided at the Annual Meeting?
We dont know of any other matters that will be considered at the Annual Meeting. If a stockholder
proposal that was excluded from this Proxy Statement is brought before the meeting, the Chairman will
declare such proposal out of order, and it will be disregarded, or we will vote the proxies against the
proposal. If any other matters arise at the Annual Meeting that are properly presented at the meeting, the
proxies will be voted at the discretion of the proxy holders.
What happens if the meeting is postponed or adjourned?
Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able
to change or revoke your proxy until it is voted.
Do I need a ticket to attend the Annual Meeting?
Yes, you will need an admission ticket or proof of ownership of Citi common stock to enter the Annual
Meeting. When you arrive at the Annual Meeting, you may be asked to present photo identification, such
as a drivers license.

If you received a Notice of Internet Availability of Proxy Materials, you must bring the Notice to gain
admission to the Annual Meeting.

If you did not receive a Notice but received a paper copy of the proxy materials and your shares are
held in your name, please bring the admission ticket printed on the top half of the proxy card supplied
with your materials.

If you did not receive a Notice but received a paper copy of the proxy materials and your shares are
held in the name of a bank, broker or other holder of record, please bring the admission ticket that
was enclosed with your materials.

If you receive your proxy materials by e-mail, you will need proof of ownership to be admitted to the
Annual Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof
of ownership.

If you arrive at the meeting without an admission ticket, we will admit you only if we are able to verify
that you are a Citi stockholder. If you hold your shares in a joint account, both owners can be admitted to
the Annual Meeting, provided that proof of joint ownership is given. Citi will not be able to accommodate
guests at the Annual Meeting. Any persons needing special assistance should contact Shareholder
Relations by phone at 1-860-291-4262 or at the following e-mail address: [email protected].
How We Have Done
Annual Report
If you received these materials by mail, you should have also received Citis Annual Report to Stockholders
for 2013 with them. The 2013 Annual Report is also available on Citis website at www.citigroup.com. We
urge you to read these documents carefully. In accordance with the SECs rules, the Five-Year Performance
Graph appears in the 2013 Annual Report on Form 10-K.
Corporate Governance
Citigroup Inc. (Citigroup, Citi or the Company) continually strives to maintain the highest standards of
ethical conduct: reporting results with accuracy and transparency and maintaining full compliance with the
laws, rules and regulations that govern Citis businesses. Citi is active in ensuring its governance practices
are at the leading edge of best practices. Among other initiatives, Citi in recent years has:

adopted strong executive compensation governance practices, including expanded clawback
policies and a new requirement that executive officers must hold a substantial amount of vested
Citi common stock for at least one year after they cease being executive officers;

amended our Corporate Governance Guidelines to provide that members of Citis Board of
Directors and Citis Executive Officers (i.e., Section 16 Insiders) are not permitted to hedge their
Citi securities or to pledge their Citi securities as collateral for a loan;

eliminated super-majority vote provisions contained in our Restated Certificate of Incorporation;

amended our By-laws, after electing an independent Chair in 2009, to provide that if Citi does not
have an independent Chairman of the Board, the Board shall elect a lead independent Director;

amended our By-laws to include a majority vote standard for uncontested Director elections;

amended our By-laws to give holders of at least 25% of the outstanding common stock the right
to call a special meeting;

amended our Political Activities Statement (formerly Citis Political Contributions and Lobbying
Statement) to increase disclosure about our lobbying practices and oversight. The Political
Activities Statement provides meaningful disclosure about:

our lobbying policies and procedures including grassroots lobbying;

payments made by Citi for direct lobbying;

trade and business association participation;

membership in any tax-exempt group that writes and endorses model legislation; and

the Boards oversight of lobbying activities, trade and business association participation and
political contributions;

amended the charter of the Nomination, Governance and Public Affairs Committee to include the
Committees oversight responsibility for trade association, payments in addition to their oversight
responsibility for political contributions and lobbying activities;

created a link on our website to federal and state government websites where our lobbying
activities are reported; and

initiated a process to require trade and business associations to which Citi pays dues to attest
that no portion of such payments are used for independent expenditures.
Corporate Governance Materials Available on Citis Website
Citis Corporate Governance Guidelines embody many of our long-standing practices, policies and
procedures, which are the foundation of our commitment to best practices. The Guidelines are
reviewed at least annually, and revised as necessary, to continue to reflect best practices. The full text
of the Guidelines, as approved by the Board, is set forth on Citis website. The Guidelines outline the
responsibilities, operations, qualifications and composition of the Board.
In addition to our Corporate Governance Guidelines, other information relating to corporate governance at
Citi is available on the Corporate Governance section of our website, including:

Audit Committee Charter

Nomination, Governance and Public Affairs Committee Charter

Personnel and Compensation Committee Charter

Risk Management and Finance Committee Charter

Code of Conduct

Code of Ethics for Financial Professionals

Citis Compensation Philosophy

By-laws and Restated Certificate of Incorporation

Corporate Political Activities Statement

A List of our 2013 Political Contributions
Citi stockholders may obtain printed copies of these documents by writing to Citigroup Inc., Corporate
Governance, 601 Lexington Avenue, 19th Floor, New York, NY 10022.
Corporate Governance Guidelines
Citis Corporate Governance Guidelines embody many of our long-standing practices, policies and
procedures, which are the foundation of our commitment to best practices. The Guidelines are
reviewed at least annually, and revised as necessary, to continue to reflect best practices. The full text
of the Guidelines, as approved by the Board, is set forth on Citis website. The Guidelines outline the
responsibilities, operations, qualifications and composition of the Board.
Our goal is that at least two-thirds of the members of the Board be independent. A description of our
independence criteria and the results of the Boards independence determinations are set forth below.
The Guidelines require that all members of the required committees of the Board (Audit; Nomination,
Governance and Public Affairs; and Personnel and Compensation) be independent. Committee members
are appointed by the Board upon recommendation of the Nomination, Governance and Public Affairs
Committee. Committee membership and Chairs are rotated periodically. The Board and each Committee
have the power to hire and fire independent legal, financial or other advisors, as they may deem necessary,
without consulting or obtaining the approval of management. Meetings of the non-management
Directors are held as part of every regularly scheduled Board meeting and are presided over by the
independent Chairman.
The number of other for-profit public or non-public company boards on which a Director may serve is
subject to a case-by-case review by the Nomination, Governance and Public Affairs Committee, in order
to ensure that each Director is able to devote sufficient time to performing his or her duties as a Director.
Interlocking directorates are prohibited (inside Directors and executive officers of Citi may not sit on boards
of companies where a Citi outside Director is an executive officer).
If a Director has a substantial change in professional responsibilities, occupation or business association,
he or she is required to notify the Nomination, Governance and Public Affairs Committee and to offer his
or her resignation from the Board. The Nomination, Governance and Public Affairs Committee will evaluate
the facts and circumstances and make a recommendation to the Board whether to accept the resignation
or request that the Director continue to serve on the Board. If a Director assumes a significant role in a not-
for-profit entity, he or she is asked to notify the Nomination, Governance and Public Affairs Committee.
Directors are expected to attend Board meetings and meetings of the Committees on which they
serve and the Annual Meeting of stockholders. All of the Directors then in office attended Citis 2013
Annual Meeting.
The Nomination, Governance and Public Affairs Committee nominates one of the members of the Board
to serve as Chairman of the Board on an annual basis. The Nomination, Governance and Public Affairs
Committee also conducts an annual review of Board performance, and each standing committee (except
for the Executive Committee) conducts its own self-evaluation. The Board and committees may engage an
outside consultant to assist in conducting the self-evaluations. The results of these evaluations are reported
to the Board.
Directors have full and free access to senior management and other employees of Citi. New Directors are
provided with an orientation program to familiarize them with Citis businesses and its legal, compliance,
regulatory and risk profile. Citi provides educational sessions on a variety of topics, which all members of
the Board are invited to attend. These sessions are designed to allow Directors to, for example, develop a
deeper understanding of a business issue or a complex financial product.
The Board reviews the Personnel and Compensation Committees report on the performance of senior
executives in order to ensure that they are providing the highest quality leadership for Citi. The Board also
works with the Nomination, Governance and Public Affairs Committee to evaluate potential successors to
the Chief Executive Officer (CEO).
If a Director, or an immediate family member who shares the Directors household, serves as a director,
trustee or executive officer of a foundation, university, or other not-for-profit organization, and such entity
receives contributions from Citi and/or the Citi Foundation, such contributions must be reported to the
Nomination, Governance and Public Affairs Committee at least annually.
Members of Citis Board of Directors and Citis executive officers (i.e., Section 16 Insiders) are not
permitted to hedge their Citi securities or to pledge their Citi securities as collateral for a loan. The
Guidelines restrict certain financial transactions between Citi and its subsidiaries on the one hand and
Directors, senior management and their immediate family members on the other. Personal loans from
Citi or its subsidiaries to Citis Directors and its most senior executives, or immediate family members
who share any such persons household, are prohibited, except for mortgage loans, home equity loans,
consumer loans, credit cards, charge cards, overdraft checking privileges and margin loans to employees
of a broker-dealer subsidiary of Citi made on market terms in the ordinary course of business. See Certain
Transactions and Relationships, Compensation Committee Interlocks and Insider Participation on page 16 of
this Proxy Statement.
The Guidelines prohibit investments or transactions by Citi or its executive officers and those immediate
family members who share an executive officers household in a partnership or other privately held entity
in which an outside Director is a principal or in a publicly traded company in which an outside Director
owns or controls more than a 10% interest. Directors and those immediate family members who share
the Directors household are not permitted to receive initial public offering allocations. Directors and their
immediate family members may participate in Citi-sponsored investment activities, provided they are
offered on the same terms as those offered to similarly situated non-affiliated persons. Under certain
circumstances, or with the approval of the appropriate committee, members of senior management may
participate in certain Citi-sponsored investment opportunities. Finally, there is a prohibition on certain
investments by Directors and executive officers in third-party entities when the opportunity comes solely
as a result of their position with Citi.
Director Independence
The Board has adopted categorical standards to assist the Board in evaluating the independence of each of
its Directors. The categorical standards, which are set forth below, describe various types of relationships
that could potentially exist between a Director or an immediate family member of a Director and Citi, and
set thresholds at which such relationships would be deemed to be material. Provided that no relationship
or transaction exists that would disqualify a Director under the categorical standards and no other
relationships or transactions exist of a type not specifically mentioned in the categorical standards that,
in the Boards opinion, taking into account all facts and circumstances, would impair a Directors ability to
exercise his or her independent judgment, the Board will deem such person to be independent.
The Board and the Nomination, Governance and Public Affairs Committee reviewed certain information
obtained from Directors responses to a questionnaire asking about their relationships with Citi, and
those of their immediate family members and primary business or charitable affiliations and other
potential conflicts of interest, as well as certain data collected by Citis businesses related to transactions,
relationships or arrangements between Citi on the one hand and a Director, immediate family member of
a Director, or a primary business or charitable affiliation of a Director, on the other. The Board reviewed
certain relationships or transactions between the Directors or immediate family members of the Directors
or their primary business or charitable affiliations and Citi and determined that the relationships or
transactions complied with the Corporate Governance Guidelines and the related categorical standards.
The Board also determined that, applying the Guidelines and standards, which are intended to comply
with the NYSE corporate governance rules, and all other applicable laws, rules and regulations, each of the
following Directors standing for election are independent:
Duncan P. Hennes Anthony M. Santomero
Franz B. Humer Joan E. Spero
Michael E. ONeill Diana L. Taylor
Gary M. Reiner William S. Thompson, Jr.
Judith Rodin James S. Turley
Robert L. Ryan Ernesto Zedillo Ponce de Leon
The Board has determined that Michael Corbat and, Board nominee, Eugene McQuade, are not independent.
Mr. Corbat is our Chief Executive Officer and Mr. McQuade recently announced that he would retire as Chief
Executive Officer of Citibank, N.A., our largest banking subsidiary, effective April 1, 2014.
Independence Standards
To be considered independent, a Director must meet the following categorical standards as adopted by
our Board and reflected in our Corporate Governance Guidelines. In addition, there are other independence
standards under NYSE corporate governance rules that apply to all directors and certain independence
standards under SEC and FDIC rules that apply to specific committees.
Categorical Standards

Advisory, Consulting and Employment Arrangements

During any 12-month period within the last three years, neither a Director nor any immediate
family member of a Director shall have received from the Company, directly or indirectly, any
compensation, fees or benefits in an amount greater than $120,000, other than amounts paid
(a) pursuant to the Companys Amended and Restated Compensation Plan for Non-Employee
Directors or (b) to an immediate family member of a Director who is a non-executive employee
of the Company or another entity.

In addition, no member of the Audit Committee, nor any immediate family member who shares
such individuals household, nor any entity in which an Audit Committee member is a partner,
member or executive officer shall, within the last three years, have received any payment for
accounting, consulting, legal, investment banking or financial advisory services provided to
the Company.

Business Relationships

All business relationships, lending relationships, deposit and other banking relationships between
the Company and a Directors primary business affiliation or the primary business affiliation of
an immediate family member of a Director must be made in the ordinary course of business and
on substantially the same terms as those prevailing at the time for comparable transactions with
non-affiliated persons.

In addition, the aggregate amount of payments for property or services in any of the last three
fiscal years by the Company to, and to the Company from, any company of which a Director
is an executive officer or employee or where an immediate family member of a Director is an
executive officer, must not exceed the greater of $1 million or 2% of such other companys
consolidated gross revenues in any single fiscal year.

Loans may be made or maintained by the Company to a Directors primary business affiliation
or the primary business affiliation of an immediate family member of a Director, only if the loan:
(a) is made in the ordinary course of business of the Company or one of its subsidiaries, is of
a type that is generally made available to other customers, and is on market terms, or terms
that are no more favorable than those offered to other customers; (b) complies with applicable
law, including the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), Regulation O of the Board
of Governors of the Federal Reserve, and the Federal Deposit Insurance Corporation (FDIC)
Guidelines; (c) when made does not involve more than the normal risk of collectability or present
other unfavorable features; and (d) is not classified by the Company as Substandard (II) or
worse, as defined by the Office of the Comptroller of the Currency in its Rating Credit Risk
Comptrollers Handbook.

Charitable Contributions
Annual contributions in any of the last three calendar years from the Company and/or the Citi Foundation
to a charitable organization of which a Director, or an immediate family member who shares the Directors
household, serves as a Director, trustee or executive officer (other than the Citi Foundation and other
charitable organizations sponsored by the Company) may not exceed the greater of $250,000 or 10% of
the charitable organizations annual consolidated gross revenue.

Employment/Affiliations

A Director shall not:
(i) be or have been an employee of the Company within the last three years;
(ii) be part of, or within the past three years have been part of, an interlocking directorate
in which a current executive officer of the Company serves or has served on the
compensation committee of a company that concurrently employs or employed the Director
as an executive officer; or
(iii) be or have been affiliated with or employed by (a) the Companys present or former primary
outside auditor or (b) any other outside auditor of the Company and personally worked on the
Companys audit, in each case within the three-year period following the auditing relationship.

A Director may not have an immediate family member who:
(i) is an executive officer of the Company or has been within the last three years;
(ii) is, or within the past three years has been, part of an interlocking directorate in which
a current executive officer of the Company serves or has served on the compensation
committee of a company that concurrently employs or employed such immediate family
member as an executive officer; or
(iii) (A) is a current partner of the Companys outside auditor, or a current employee of the
Companys outside auditor and personally works on the Companys audit, or (B) was within
the last three years (but is no longer) a partner of or employed by the Companys outside
auditor and personally worked on the Companys audit within that time.

Immaterial Relationships and Transactions
The Board may determine that a Director is independent notwithstanding the existence of an immaterial
relationship or transaction between the Company and (i) the Director, (ii) an immediate family member of
the Director or (iii) the Directors or immediate family members business or charitable affiliations, provided
the Companys Proxy Statement includes a specific description of such relationship as well as the basis
for the Boards determination that such relationship does not preclude a determination that the Director is
independent. Relationships or transactions between the Company and (i) the Director, (ii) an immediate
family member of the Director or (iii) the Directors or immediate family members business or charitable
affiliations that comply with the Corporate Governance Guidelines, including but not limited to the
Director Independence Standards that are part of the Corporate Governance Guidelines and the sections
titled Financial Services, Personal Loans and Investments/Transactions, are deemed to be categorically
immaterial and do not require disclosure in the Proxy Statement (unless such relationship or transaction is
required to be disclosed pursuant to Item 404 of SEC Regulation S-K).

Definitions
For purposes of the Corporate Governance Guidelines, (i) the term immediate family member means a
Directors or executive officers (designated as such pursuant to Section 16 of the Securities Exchange Act
of 1934) spouse, parents, step-parents, children, step-children, siblings, mother- and father-in law, sons-
and daughters-in-law, and brothers- and sisters-in-law and any person (other than a tenant or domestic
employee) who shares the Directors household; (ii) the term primary business affiliation means an
entity of which the Director or executive officer, or an immediate family member of such a person, is an
officer, partner or employee or in which the Director, executive officer or immediate family member owns
directly or indirectly at least a 5% equity interest; and (iii) the term related party transaction means any
financial transaction, arrangement or relationship in which (a) the aggregate amount involved will or may be
expected to exceed $120,000 in any fiscal year, (b) the Company is a participant, and (c) any related person
(any Director, any executive officer of the Company, any nominee for Director, any stockholder owning in
excess of 5% of the total equity of the Company, and any immediate family member of any such person)
has or will have a direct or indirect material interest.
Meetings of the Board of Directors and Committees
The Board of Directors met 19 times in 2013. During 2013, the Audit Committee met 16 times, the
Personnel and Compensation Committee met 10 times, the Nomination, Governance and Public Affairs
Committee met 11 times, the Risk Management and Finance Committee met eight times and the
Executive Committee met four times.
In addition, Mses. Spero and Taylor and Messrs. Joss, Reiner, Ryan, Thompson, and Zedillo have served
on and/or chaired a number of ad hoc committees covering such topics as compliance matters, and
operations and technology throughout the year.
Each Director attended at least 75% of the total number of meetings of the Citigroup Board of Directors
and Citigroup Board Committees of which he or she was a member in 2013.
Meetings of Non-Management Directors
Citis non-management Directors meet in executive session without any management Directors in
attendance each time the full Board convenes for a regularly scheduled meeting, which is usually seven
times each year, and, if the Board convenes a special meeting, the non-management Directors ordinarily
meet in executive session. During 2013, Michael ONeill presided at each executive session of the
non-management Directors. The independent Directors met in executive session during 2013.
Board Leadership Structure
Citi currently has an independent Chairman separate from the CEO. The Board believes it is important to
maintain flexibility in its Board leadership structure and has had in place different leadership structures
over the past few years, depending on the Companys needs at the time, but firmly supports having an
independent Director in a Board leadership position at all times. Accordingly, Citis Board, on December 15,
2009, adopted a By-law amendment which provides that if Citi does not have an independent Chairman,
the Board shall elect a lead independent Director, having similar duties to an independent Chairman,
including leading the executive sessions of the non-management Directors at Board meetings. Citis
Chairman provides independent leadership of the Board. Having an independent Chairman or lead
Director enables non-management Directors to raise issues and concerns for Board consideration without
immediately involving management. The Chairman or Lead Director also serves as a liaison between the
Board and senior management. Citis Board has determined that the current structure, an Independent
Chair, separate from the CEO, is the most appropriate structure at this time, while ensuring that, at all
times, there will be an independent Director in a Board leadership position.
Board Diversity
Diversity is among the critical factors that the Nomination, Governance and Public Affairs Committee
considers when evaluating the composition of the Board. For a company like Citi, which operates in more
than 100 countries around the globe, diversity includes race, ethnicity and gender as well as the diversity
of the communities and geographies in which Citi operates. Included in the qualifications for Directors
listed in the Companys Corporate Governance Guidelines is whether the candidate has special skills,
expertise and background that would complement the attributes of the existing Directors, taking into
consideration the diverse communities and geographies in which the Company operates. Citis Board is
committed to ensuring that it comprises individuals whose backgrounds reflect the diversity represented
by our employees, customers and stakeholders. The candidates nominated for election at Citis 2014
Annual Meeting exemplify that diversity: three nominees are women (21%) and two nominees (14%)
are African-American or Hispanic. In addition, each Director candidate contributes to the Boards overall
diversity by providing a variety of perspectives, personal and professional experiences and backgrounds,
as well as other characteristics, such as global and international business experience. The Board believes
that the current nominees reflect an appropriate diversity of gender, age, race, geographical background
and experience but is committed to continuing to consider diversity issues in evaluating the composition of
the Board.
Boards Role in Risk Oversight
The Board oversees Citis global risk management framework. At each regularly scheduled Board meeting,
the Risk Management and Finance Committee of the Board receives a risk report from the Chief Risk
Officer with respect to the Companys approach to management of major risks, including managements
risk mitigation efforts, where appropriate. Global Risk Management, led by the Chief Risk Officer, is a
company-wide function that is responsible for an integrated effort to identify, assess and manage risks that
may affect Citis ability to execute on its corporate strategy and fulfill its business objectives. The Boards
role is to oversee this effort. The Risk Management and Finance Committee enhances the Boards oversight
of risk management. The Committees role is one of oversight, recognizing that management is responsible
for executing Citis risk management policies. The Committees responsibilities include reviewing risk
management and compliance policies and programs for, and reporting on, Citi and its subsidiaries; approving
and adjusting risk limits subject to ratification by the Board; and consulting with management on the
effectiveness of risk identification, measurement, and monitoring processes, and the adequacy of staffing
and action plans, as needed. In addition, the Nomination, Governance and Public Affairs Committee reviews
reputational issues and the Personnel and Compensation Committee reviews compensation programs to
ensure that they do not, among other things, encourage imprudent risk-taking.
Committees of the Board of Directors
The standing committees of the Board of Directors are:
The Audit Committee, which assists the Board in fulfilling its oversight responsibility relating to (i) the
integrity of Citigroups consolidated financial statements, financial reporting process and systems of
internal accounting and financial controls; (ii) the performance of the internal audit function (Internal
Audit); (iii) the annual independent integrated audit of Citigroups consolidated financial statements and
effectiveness of Citigroups internal control over financial reporting, the engagement of the independent
registered public accounting firm (Independent Auditors) and the evaluation of the Independent Auditors
qualifications, independence and performance; (iv) policy standards and guidelines for risk assessment and
risk management; (v) Citigroups compliance with legal and regulatory requirements, including Citigroups
disclosure controls and procedures; and (vi) the fulfillment of the other responsibilities set out herein. The
report of the Committee required by the rules of the Securities and Exchange Commission is included in
this Proxy Statement.
The Board has determined that each of Messrs. ONeill, Ryan, Santomero, and Turley qualifies as an
audit committee financial expert as defined by the SEC and each such director as well as Ms. Spero are
considered financially literate under NYSE rules, and, in addition to being independent according to the
Boards independence standards as set out in its Corporate Governance Guidelines, each is independent
within the meaning of applicable SEC rules, the corporate governance rules of the NYSE, and the
FDIC guidelines.
The Audit Committee Charter, as adopted by the Board, is available on our website at www.citigroup.com.
Click on About Us, then Corporate Governance, and then Citigroup Board of Directors
Committee Charters.
The Executive Committee, which acts on behalf of the Board if a matter requires Board action before a
meeting of the full Board can be held.
The Nomination, Governance and Public Affairs Committee, which is responsible for identifying
individuals qualified to become Board members and recommending to the Board the Director nominees
for the next Annual Meeting of stockholders. It leads the Board in its annual review of the Boards
performance and makes recommendations as to the composition of the committees for appointment
by the Board. The Committee takes a leadership role in shaping corporate governance policies and
practices, including recommending to the Board the Corporate Governance Guidelines and monitoring
Citis compliance with these policies and practices and the Guidelines. The Committee is responsible for
reviewing and approving all related party transactions involving a Director or an immediate family member
of a Director and any related party transaction involving an executive officer or immediate family member
of an executive officer if the transaction is valued at $50 million or more, in each case, other than certain
enumerated ordinary course transactions. See Certain Transactions and Relationships, Compensation
Committee Interlocks and Insider Participation on page 16 of this Proxy Statement for a complete
description of the Policy on Related Party Transactions. The Committee, as part of the Boards executive
succession planning process, in conjunction with the Personnel and Compensation Committees, evaluates
and nominates potential successors to the CEO and provides an annual report to the Board on CEO
succession. The Committee also reviews Director Compensation and Benefits, Citis Code of Conduct,
the Code of Ethics for Financial Professionals, and other internal policies to monitor that the principles
contained in the Codes are being incorporated into Citis culture and business practices. The Nomination,
Governance and Public Affairs Committee is also responsible for reviewing Citis policies and programs that
relate to public issues of significance to Citi and the public at large and reviewing relationships with external
constituencies and issues that impact Citis reputation. The Committee also has responsibility for reviewing
public policy and reputational issues facing Citi; reviewing political and charitable contributions made by
Citi and the Citi Foundation, and payments to trade associations made by Citi; reviewing Citis policies and
practices regarding supplier diversity; reviewing Citis business practices; and reviewing Citis sustainability
policies and programs, including environmental policies and human rights. The Committees focus is global,
reflecting Citis global footprint.
With respect to regular succession of the CEO and senior management, Citis Board evaluates internal,
and, when appropriate, external, candidates. To find external candidates, Citi seeks input from the
members of the Board and senior management and/or from recruiting firms. To develop internal
candidates, Citi engages in a number of practices, formal and informal, designed to familiarize the
Board with Citis talent pool. The formal process involves an annual talent review conducted by senior
management at which the Board studies the most promising members of senior management. The Board
learns about each persons experience, skills, areas of expertise, accomplishments and goals. This review
is conducted at a regularly scheduled Board meeting on an annual basis. In addition, members of senior
management are periodically asked to make presentations to the Board at Board meetings and at the Board
strategy sessions. These presentations are made by senior managers at the various business units as well
as those who serve in corporate functions. The purpose of the formal review and other interaction is to
ensure that Board members are familiar with the talent pool inside Citi from which the Board would be able
to choose successors to the CEO and evaluate succession for other senior managers as necessary from
time to time.
The Board has determined that, in addition to being independent according to the Boards independence
standards as set out in its Corporate Governance Guidelines, each of the members of the Nomination,
Governance and Public Affairs Committee is independent according to the corporate governance rules of
the NYSE.
The Nomination, Governance and Public Affairs Committee Charter, as adopted by the Board, is available
on our website at www.citigroup.com. Click on About Us, then Corporate Governance, and then
Board of Directors Committee Charters.
The Personnel and Compensation Committee, which has been delegated broad authority to oversee
compensation of employees of the Company and its subsidiaries and affiliates. The Committee is
responsible for determining the compensation for the CEO and approving the compensation of other
executive officers of the Company and members of Citis Operating Committee. The Committee is also
responsible for approving the incentive compensation structure for other members of senior management
and certain highly compensated employees (including discretionary incentive awards to covered employees
as defined in applicable bank regulatory guidance), in accordance with guidelines established by the
Committee from time to time. The Committee also has broad oversight over compliance with applicable
legal authority governing Citis incentive compensation.
The Committee annually reviews and discusses the Compensation Discussion and Analysis required to be
included in the Companys Proxy Statement with management, and, if appropriate, recommends to the
Board that the Compensation Discussion and Analysis be included. Additionally, the Committee reviews
and approves the overall goals of Citis material incentive compensation programs, including as expressed
through Citis Compensation Philosophy and provides oversight for Citis incentive compensation programs
so that they both (a) appropriately balance risk and financial results in a manner that does not encourage
employees to expose Citi to imprudent risks, and (b) are consistent with bank safety and soundness.
Towards that end, the Committee meets periodically with Citis senior risk officers to discuss the risk
attributes of Citis incentive compensation programs.
The Committee has the power to hire and fire independent compensation consultants, legal counsel,
or financial or other advisors (each, a Compensation Advisor) as it may deem necessary to assist it in
the performance of its duties and responsibilities, without consulting or obtaining the approval of senior
management of the Company. The Committee has retained Frederic W. Cook & Co. (Cook & Co.) to
provide the Committee with advice on Citis compensation programs for senior management. The amount
paid to Cook & Co. in 2013 is disclosed in the Compensation Discussion and Analysis on page 69 of this
Proxy Statement.
The Board has determined that in addition to being independent according to the Boards independence
standards as set out in its Corporate Governance Guidelines, each of the members of the Personnel and
Compensation Committee is independent according to the corporate governance rules of the NYSE. Each
of such Directors is a non-employee Director, as defined in Section 16 of the Securities Exchange Act of
1934, and is an outside Director, as defined by Section 162(m) of the Internal Revenue Code (the Code).
The Personnel and Compensation Committee Charter is available on our website at www.citigroup.com.
Click on About Us, then Corporate Governance, and then Board of Directors Committee Charters.
The Risk Management and Finance Committee, which has the primary responsibility for (1) oversight of
Citigroups risk management framework, including the significant policies and practices used in managing
credit, market, operational and certain other risks and (2) oversight of Citigroups policies and practices
relating to Treasury matters, including capital, liquidity and financing, as well as to merger, acquisition, and
divestiture activity (M&A). The Committee reports to the Board regarding Citigroups risk profile, as well
as its risk management framework, including the significant policies and practices employed to manage
risks in Citigroups businesses, as well as the overall adequacy of the Risk Management function. The
Committees role is one of oversight, recognizing that management is responsible for executing Citigroups
risk management, Treasury and M&A policies.
The Risk Management and Finance Committee Charter is available on our website at www.citigroup.com.
Click on About Us, then Corporate Governance, and then Board of Directors Committee Charters.
The following table shows the current membership of each of the foregoing Committees.
Committees Current Members
Audit Committee Michael E. ONeill
Robert L. Ryan
Anthony M. Santomero (Chair)
Joan E. Spero
James S. Turley
Executive Committee Robert L. Joss
Michael E. ONeill (Chair)
Anthony M. Santomero
Diana L. Taylor
William S. Thompson, Jr.
Nomination, Governance and Public Affairs
Committee
Judith Rodin
Diana L. Taylor (Chair)
Ernesto Zedillo Ponce de Leon
Personnel and Compensation Committee Michael E. ONeill (Chair)
Judith Rodin
Diana L. Taylor
Risk Management and Finance Committee Duncan P. Hennes
Franz B. Humer
Robert L. Joss
William S. Thompson, Jr. (Chair)
Ernesto Zedillo Ponce de Leon
Involvement in Certain Legal Proceedings
There are no legal proceedings to which any Director, officer or principal stockholder, or any affiliate
thereof, is a party adverse to Citi or has a material interest adverse to Citi.
Certain Transactions and Relationships, Compensation Committee Interlocks, and
Insider Participation
The Board has adopted a policy setting forth procedures for the review, approval and monitoring of
transactions involving Citi and related persons (Directors and executive officers or their immediate
family members). A copy of Citis Policy on Related Party Transactions is available on our website at
www.citigroup.com. Click on About Us, then Corporate Governance, and then Citi Policies. Under
the policy, the Nomination, Governance and Public Affairs Committee is responsible for reviewing and
approving all related party transactions involving Directors or an immediate family member of a Director.
Directors may not participate in any discussion or approval of a related party transaction in which he or
she or any member of his or her immediate family is a related person, except that the Director must
provide all material information concerning the related party transaction to the Nomination, Governance
and Public Affairs Committee. The Nomination, Governance and Public Affairs Committee is also
responsible for reviewing and approving all related party transactions valued at more than $50 million
involving an executive officer or an immediate family member of an executive officer. The Transaction
Review Committee, comprised of the Chief Financial Officer, Chief Risk Officer, General Counsel, Chief
Compliance Officer, and the Head of Corporate Affairs, is responsible for reviewing and approving all
related party transactions valued at less than $50 million involving an executive officer or an immediate
family member of an executive officer. The policy also contains a list of categories of transactions involving
Directors or executive officers, or their immediate family members that are pre-approved under the policy,
and therefore need not be brought to the Nomination, Governance and Public Affairs Committee or the
Transaction Review Committee for approval.
The Nomination, Governance and Public Affairs Committee and the Transaction Review Committee will
review the following information when assessing a related party transaction:

the terms of such transaction;

the related persons interest in the transaction;

the purpose and timing of the transaction;

whether Citi is a party to the transaction, and if not, the nature of Citis participation in the transaction;

if the transaction involves the sale of an asset, a description of the asset, including date acquired and
cost basis;

information concerning potential counterparties in the transaction;

the approximate dollar value of the transaction and the approximate dollar value of the related persons
interest in the transaction;

a description of any provisions or limitations imposed as a result of entering into the proposed transaction;

whether the proposed transaction includes any potential reputational risk issues that may arise as a
result of or in connection with the proposed transaction; and

any other relevant information regarding the transaction.
In accordance with Citis Policy on Related Party Transactions, the Nomination, Governance and Public
Affairs Committee approved the renewal of a consulting agreement with Robert L. Joss, who serves as a
Director of Citi. Pursuant to the agreement, Mr. Joss will receive $87,500 to provide consulting services for
the first quarter of 2014 to the Company and its subsidiaries and affiliates.
Mr. Corbat has entered into an Aircraft Time Sharing Agreement with Citiflight, Inc. (a subsidiary of
Citigroup Inc.) that allows him to reimburse Citi for the cost of his personal use of corporate aircraft based
on the aggregate incremental cost of the flight to Citi. Aggregate incremental cost is calculated based on a
cost-per-flight-hour charge developed by a nationally recognized and independent service or, if higher, the
charge allowed under Federal Aviation Regulation 91.501(d). Mr. Corbat reimbursed Citi $149,523 related
to his personal use of corporate aircraft during 2013.
Based on information contained in a Schedule 13G filed with the SEC, BlackRock, Inc. (BlackRock),
through certain of its subsidiaries, reported it beneficially owned 5% or more of the outstanding shares of
Citis common stock as of December 31, 2013, see Stock Ownership Owners of More than 5% of Our
Common Stock in this proxy statement on page 21. During 2013, our subsidiaries provided ordinary course
lending, trading, and other financial services to BlackRock, its affiliates and its clients. These transactions
were entered into on an arms length basis and contain customary terms and conditions and were on
substantially the same terms as comparable transactions with unrelated third parties.
Citi has established funds in which employees have invested. In addition, certain of our executive officers
have from time to time invested their personal funds directly or directed that funds for which they act in a
fiduciary capacity be invested in funds arranged by Citis subsidiaries on the same terms and conditions as
the other outside investors in these funds, who are not our executive officers, or employees. Other than
certain grandfathered investments, in accordance with Sarbanes-Oxley and the Citi Corporate Governance
Guidelines, executive officers may invest in certain Citi-sponsored investment opportunities only under
certain circumstances and with the approval of the appropriate committee.
Citigroup Employee Fund of Funds I, L.P., Citigroup Capital Partners II, L.P. and Citigroup Venture Capital
International Growth Partnership II, L.P. are funds that were formed in 2000, 2006 and 2007, respectively.
They invest either directly or via a master fund in private equity investments. Citi matches each dollar
invested by an employee with an additional two-dollar commitment to each fund, or feeder fund, in which
an employee has invested. Citis match is made by a loan to the fund. Each eligible employee, subject to
vesting, receives the benefit of any increase in the value of the fund attributable to the loan made by Citi,
less the interest paid by the fund on the loan, as well as any increase in the value of the fund attributable to
the employees own investment. In accordance with the funds offering memoranda, executive officers are
not eligible to participate in the funds on a leveraged basis.
The following distributions exceeding $120,000 with respect to investments in Citigroup Employee Fund of
Funds I, L.P. and Citigroup Capital Partners II, L.P. were made to executive officers in 2013:
Citigroup
Employee
Fund of
Funds I, L.P.
Cash
Distributions
James Forese $190,000
Citigroup Capital
Partners II, L.P.
Cash
Distributions
Michael Corbat $ 370,973
James Cowles $1,073,603
James Forese $ 741,947
Manuel Medina-Mora $ 599,774
In 2013, Citi performed corporate banking and securities brokerage services in the ordinary course of our
business for certain organizations in which some of our Directors are officers or directors. In addition, in the
ordinary course of business, Citi may use the products or services of organizations in which some of our
Directors are officers or directors.
The persons listed on page 45 of this Proxy Statement are the current members of the Personnel and
Compensation Committee. In addition, the following Directors served on the Personnel and Compensation
Committee in 2013: Joan Spero and Ernesto Zedillo Ponce de Leon. No current or former member of the
Personnel and Compensation Committee was a part of a compensation committee interlock during fiscal
year 2013 as described under SEC rules. In addition, none of our executive officers served as a director
or member of the compensation committee of another entity that would constitute a compensation
committee interlock. No member of the Personnel and Compensation Committee had any material
interest in a transaction with Citi or is a current or former officer of Citi, and no member of the Personnel
and Compensation Committee is a current employee of Citi or any of its subsidiaries. In addition, no
member of the Board, or any immediate family member of the Board, engaged Cook & Co. for any
compensation-related services in 2013.
An adult child of Mr. Humer, a Director, is employed by Citis Institutional Clients Group and received
2013 compensation of $560,000. This employees compensation was established by Citi in accordance
with its employment and compensation practices applicable to employees with equivalent qualifications
and responsibilities and holding similar positions. Mr. Humer does not have a material interest in
the employment relationship nor share a household with this employee. This individual is one of the
approximately 251,000 employees of Citi.
Indebtedness
Other than certain grandfathered margin loans, in accordance with Sarbanes-Oxley and the Citi
Corporate Governance Guidelines, no margin loans may be made to any executive officer unless such
person is an employee of a broker-dealer subsidiary of Citi and such loan is made in the ordinary course
of business.
Certain transactions involving loans, deposits, credit cards, and sales of commercial paper, certificates
of deposit, and other money market instruments and certain other banking transactions occurred during
2013 between Citibank, N.A. and other Citi banking subsidiaries on the one hand and certain Directors or
executive officers of Citi, members of their immediate families, corporations or organizations of which any
of them is an executive officer or partner or of which any of them is the beneficial owner of 10% or more
of any class of securities, or associates of the Directors, the executive officers or their family members on
the other. The transactions were made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, that prevailed at the time for comparable transactions with other
persons not related to the lender and did not involve more than the normal risk of collectability or present
other unfavorable features. Personal loans made to any Director or an executive officer must comply with
Sarbanes-Oxley, Regulation O and the Corporate Governance Guidelines, and must be made in the ordinary
course of business.
Business Practices
Citis business practices committees, at the corporate level and in each of its businesses, review business
activities, sales practices, product design, potential conflicts of interest, complex transactions, suitability
and other reputational concerns providing guidance so that Citis business practices meet the highest
standards of ethics, integrity and professional behavior. These committees, comprised of our most senior
executives, focus on reputational risk while our businesses are responsible for ensuring that our policies are
adhered to and affirm our commitment to the principles of responsible finance and protecting the franchise.
Business practices concerns may be surfaced by a variety of sources, including business practices working
groups, other in-business committees, or the control functions. The business practices committees guide
the development of business practices and may change them when necessary or appropriate. These
issues are reported on a regular basis to the Citi Business Practices Committee and the Nomination,
Governance and Public Affairs Committee of the Board.
Code of Ethics for Financial Professionals
Citi has adopted a Code of Ethics for Financial Professionals governing the principal executive officer,
principal financial officer, and principal accounting officer of Citi and all Citi professionals worldwide serving
in a finance, accounting, treasury, tax or investor relations role. A copy of the Code of Ethics is available on
our website at www.citigroup.com. Click on About Us then Corporate Governance, and then Code of
Ethics for Financial Professionals. We will disclose amendments to, or waivers from, the Code of Ethics, if
any, on our website.
Ethics Hotline
Citi strongly encourages employees to raise concerns or questions regarding ethics, discrimination or
harassment matters, and to promptly report suspected violations of these and other applicable laws,
regulations, Citi policies, procedures or standards. Citi offers several channels by which employees and
others may report ethical concerns, including, without limitation, concerns about accounting, internal
controls or auditing matters. We provide a global Ethics Hotline, a toll-free number that is available 24 hours
a day, seven days a week 365 days a year and is staffed by live operators who can connect to translators
to accommodate multiple languages. Calls to the Ethics Hotline are received by a third-party vendor,
located in the United States, which reports the calls to the Citi Ethics Office for handling. Ethical concerns
may also be reported through a dedicated e-mail address, multi-lingual website submission, fax line, and
conventional mailing address. Any individual may also raise a concern by accessing Citis public-facing
corporate website. Individuals may choose to remain anonymous to the extent permitted by applicable
laws and regulations. We prohibit retaliatory actions against anyone for raising concerns or questions in
good faith, or who participates in a subsequent investigation of such concerns.
Code of Conduct
The Board has adopted a Code of Conduct, which provides an overview of the laws, regulations and
Citi policies and procedures applicable to the activities of Citi, and sets forth the standards of ethics and
professional behavior expected of employees and representatives of Citi. The Code of Conduct applies to
every Director, officer and employee of Citi and its consolidated subsidiaries. All Citi employees, directors
and officers are required to read and comply with the Code of Conduct. In addition, other persons performing
services for Citi may be subject to the Code of Conduct by contract or other agreement. The Code of
Conduct is publicly available in multiple languages at www.citigroup.com. Click on About Us, then
Corporate Governance, and then Code of Conduct.
Communications with the Board
Stockholders or other interested parties who wish to communicate with a member or members of the
Board, including the Chairman or the non-management Directors as a group, may do so by addressing
their correspondence to the Board member or members, c/o the Corporate Secretary, Citigroup Inc.,
399 Park Avenue, New York, NY 10043. The Board of Directors has approved a process pursuant to which
the office of the Corporate Secretary will review and forward correspondence to the appropriate person or
persons for response.
Stock Ownership
Citi has long encouraged stock ownership by its Directors, officers and employees to align their interests
with the long-term interests of stockholders.
The Board and executive officers are subject to a Stock Ownership Commitment, which requires these
individuals to maintain a minimum ownership level of Citigroup stock. Executive officers are required to
retain at least 75% of the equity awarded to them as incentive compensation (other than cash equivalents
and net of amounts required to pay taxes and option exercise prices) as long as they are executive officers.
In addition, a new stock holding period effective as of January 2013 applies after the executive officer
leaves Citi or is no longer an executive officer. He or she must retain, for one year after ending executive
officer status, 50% of the shares previously subject to the Stock Ownership Commitment. This change
was adopted last year to be responsive to proposals Citi has received in recent years from stockholders
and further aligns the interests of executive officers with those of stockholders. Directors are similarly
required to retain at least 75% of the net equity awarded to them. The Board may revise the terms of the
Stock Ownership Commitment from time to time to reflect legal and business developments warranting a
change. In addition, Directors and executive officers may not enter into hedging transactions in respect of
Citis common stock or other securities issued by Citi, including securities granted by the Company to the
Director or executive officer as part of his or her compensation and securities purchased or acquired by the
Director or executive officer in a non-compensatory transaction.
The following table shows the beneficial ownership of Citi common stock by our Directors, nominees, and
certain executive officers at February 24, 2014.
Directors, Officers
and Nominees: Position
Common Stock
Beneficially
Owned
Excluding
Options
Stock Options
Exercisable
Within 60
Days of record
Date
Total
Common
Stock
Beneficially
Owned
Michael Corbat Chief Executive Officer & Director 368,439 150,000 518,439
James A. Forese Co-President, Citigroup Inc. and CEO, ICG 419,576 234,491 654,067
John Gerspach Chief Financial Officer 287,473 150,000 437,473
Duncan P. Hennes Director 3,430 3,430
Franz B. Humer Director 10,628 10,628
Robert L. Joss Director 20,551 20,551
Brian Leach Head of Franchise Risk and Strategy, Citigroup 367,344 190,678 558,022
Eugene M. McQuade Nominee 270,379 100,000 370,379
Manuel Medina-Mora Co-President, Citi; Chief Executive Officer,
Global Consumer Banking; Chairman, Mexico
970,932 250,847 1,221,779
Michael E. ONeill Chairman of the Board 69,687 69,687
Gary M. Reiner Director 5,289 5,289
Judith Rodin Director 27,693 27,693
Robert L. Ryan Director 23,892 23,892
Anthony M. Santomero Director 26,580 26,580
Joan E. Spero Director 14,943 14,943
Diana L. Taylor Director 18,635 18,635
William S. Thompson, Jr. Director 64,290 64,290
James S. Turley Director 4,553 4,553
Ernesto Zedillo Ponce de Leon Director 17,293 17,293
All directors & executive officers
as a group (27 persons) 4,560,854 1,705,298 6,266,152
At February 24, 2014, no Director, nominee, or executive officer owned as much as 1% of Citis common stock.
At February 24, 2014, all of the Directors, nominees, and executive officers as a group beneficially owned
approximately 0.20% of Citis common stock.
Mr. Reiner also owns 485 depositary shares of Citis 5.9% Fixed/Float Non-Cumulative Preferred Stock,
Series B, which represents 0.065% of such series of preferred stock.
Of the shares shown on the preceding page, all of which are deemed to be beneficially owned under SEC
rules, some portion may not be held directly by a Director, nominee or executive officer. The following table
details the various forms in which Directors, nominees, or executive officers indirectly hold shares. Such
indirectly held shares may be shares:

for which receipt has been deferred under certain deferred compensation plans;

held as a tenant-in-common with a family member or trust, owned by a family member, held by a
trust for which the Director, nominee, or executive officer is a trustee but not a beneficiary or held by
a mutual fund which invests substantially all of its assets in Citi common stock;

for which the Director, nominee, or executive officer has direct or indirect voting power but not
dispositive power; or

for which the Director, nominee, or executive officer has direct or indirect voting power but that are
subject to restrictions on disposition, as shown in the following table.
Director/Officer/Nominee
Receipt
Deferred
Owned by or Tenant
in Common with
Family Member,
Trust or Mutual Fund
Voting Power,
but not
Dispositive
Power
Restricted or
Deferred Shares
Subject to Restriction
on Disposition
Michael Corbat 1,781 202,184
James A. Forese 213,967
John Gerspach 40,000 102,591
Duncan P. Hennes 3,430
Franz B. Humer 10,628
Robert L. Joss 4,169 1,700
Brian Leach 163,524
Eugene M. McQuade 103,248 121,606
Manuel Medina-Mora 275,196 156,286
Michael E. ONeill 41,487 28,200
Gary M. Reiner 4,553
Judith Rodin 27,657 36
Robert L. Ryan 22,381
Anthony M. Santomero 26,580
Joan E. Spero 13,943
Diana L. Taylor 10,296
William S. Thompson, Jr. 6,481 57,854
James S. Turley 4,553
Ernesto Zedillo Ponce de Leon 17,293
All directors nominees & executive
officers as a group (27 persons) 193,451 512,648 1,666,357
Owners of More than 5% of Citi Common Stock
(a)
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
BlackRock Inc.
40 East 52nd Street, New York, New York 10022
Amount beneficially owned 199,720,313
(a)
6.6%
(a) Based on the Schedule 13G filed with the SEC on February 10, 2014 by BlackRock, Inc. and certain subsidiaries (BlackRock).
BlackRock reported that it had sole voting power over 162,110,798 shares; shared voting power over 222,406 shares and sole
dispositive power over 199,497,907 shares; and shared dispositive power over 222,406 shares all shares beneficially owned.
The Schedule 13G states that the shares were acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of Citi.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Citis officers and Directors, and persons
who own more than ten percent of a registered class of Citis equity securities, to file reports of ownership
and changes in ownership with the SEC and the NYSE, and to furnish Citi with copies of the forms. Based
on its review of the forms it received, or written representations from reporting persons, Citi believes
that, during 2013, each of its officers and Directors complied with all such filing requirements, with the
exception of an inadvertent late filing of a Form 4 report with respect to Eugene McQuade concerning the
purchase of 585 shares in an account managed by an outside investment advisor. Mr. McQuades Form 4,
which should have been filed with the SEC no later than June 21, 2013, was filed on August 23, 2013.
Proposal 1: Election of Directors
The Board has nominated all of the current Directors for re-election at the 2014 Annual Meeting, except
for Robert L. Joss, who will not stand for re-election to the Board having reached the retirement age under
Citis Corporate Governance Guidelines. Directors are not eligible to stand for re-election after reaching
the age of 72. In addition, the Board has nominated Eugene M. McQuade for election to the Board at the
2014 Annual Meeting. Each of the Director nominees that currently serve on the Board were elected by the
shareowners at the 2013 Annual Meeting of Shareowners, except for Messrs. Hennes, Reiner, and Turley,
who were elected by the Board during 2013. Messrs. Hennes and Reiner were identified as potential
Directors by Egon Zehnder and Mr. Turley was identified by Korn/Ferry International. Eugene M. McQuade
was recommended as a candidate for election to the Citigroup Board by his fellow directors on the Citibank
board, all of whom are members of Citis Board. If elected, each nominee will hold office until the 2015
Annual Meeting of Stockholders and until his or her successor is elected and qualified.
The one-year term of all of Citis Directors expires at the Annual Meeting.
Director Criteria and Nomination Process
The Nomination, Governance and Public Affairs Committee considers all qualified candidates identified by
members of the Nomination, Governance and Public Affairs Committee, by other members of the Board, by
senior management and by security holders. During 2013, the Committee engaged Korn/Ferry International
and Egon Zehnder to assist in identifying and evaluating potential nominees. Stockholders who would like to
propose a Director candidate for consideration by the Nomination, Governance and Public Affairs Committee
may do so by submitting the candidates name, rsum and biographical information to the attention of the
Corporate Secretary, Citigroup Inc., 399 Park Avenue, New York, NY 10043. All proposals for nominations
received by the Corporate Secretary will be presented to the Committee for its consideration.
The Nomination, Governance and Public Affairs Committee reviews each candidates biographical
information and assesses each candidates independence, skills and expertise based on a variety of factors,
including the following criteria, which have been developed by the Nomination, Governance and Public
Affairs Committee and approved by the Board:

Whether the candidate has exhibited behavior that indicates he or she is committed to the highest
ethical standards.

Whether the candidate has had business, governmental, non-profit or professional experience at the
chairman, chief executive officer, chief operating officer or equivalent policy-making and operational level
of a large organization with significant international activities that indicates that the candidate will be able
to make a meaningful and immediate contribution to the Boards discussion of and decision-making on
the array of complex issues facing a large financial services business that operates on a global scale.

Whether the candidate has special skills, expertise and background that would complement the
attributes of the existing Directors, taking into consideration the diverse communities and geographies
in which the Company operates.

Whether the candidate has the financial expertise required to provide effective oversight of a
diversified financial services business that operates on a global scale.

Whether the candidate has achieved prominence in his or her business, governmental, or professional
activities and has built a reputation that demonstrates the ability to make the kind of important and
sensitive judgments that the Board is called upon to make.

Whether the candidate will effectively, consistently, and appropriately take into account and balance
the legitimate interests and concerns of all of the Companys stockholders and our other stakeholders
in reaching decisions, rather than advancing the interests of a particular constituency.

Whether the candidate possesses a willingness to challenge management while working
constructively as part of a team in an environment of collegiality and trust.

Whether the candidate will be able to devote sufficient time and energy to the performance of his or
her duties as a Director.
Application of these factors involves the exercise of judgment by the Nomination, Governance and Public
Affairs Committee and the Board.
Based on its assessment of each candidates independence, skills and qualifications and the criteria
described above, the Nomination, Governance and Public Affairs Committee will make recommendations
regarding potential Director candidates to the Board.
The Nomination, Governance and Public Affairs Committee follows the same process and uses the same
criteria for evaluating candidates proposed by stockholders, members of the Board of Directors and
members of senior management.
For the 2014 Annual Meeting, we received timely notice from one stockholder who proposed himself for
consideration to be nominated by the Nomination, Governance and Public Affairs Committee to stand for
election at the Annual Meeting. The qualifications of the individual were discussed at a meeting of the
Nomination, Governance and Public Affairs Committee and the views of Egon Zehnder were considered.
After deliberation, the Committee decided not to include this individual on the slate of candidates it
proposed to the full Board for consideration. The Nomination, Governance and Public Affairs Committee
used the above-mentioned criteria to evaluate the candidate.
Director Qualifications
The nominees for the Board of Directors each have the qualifications and experience to approve and
guide Citis strategy and to oversee managements execution of that strategic vision. Citis Board of
Directors consists of individuals with the skills, experience and backgrounds necessary to oversee Citis efforts
toward continued growth and profitability, while mitigating risk and operating within a complex financial and
regulatory environment.
The nominees listed below are leaders in business, the financial community, and academia because of their
intellectual acumen and analytic skills, strategic vision, their ability to lead and inspire others to work with them,
and their records of outstanding accomplishments over a period of decades. Each has been chosen to stand for
election in part because of his or her ability and willingness to ask difficult questions, understand Citis unique
challenges, and evaluate the strategies proposed by management, as well as their implementation.
Each of the nominees has a long record of professional integrity, a dedication to his or her profession and
community, a strong work ethic that includes coming fully prepared to meetings and being willing to spend the
time and effort needed to fulfill professional obligations, the ability to maintain a collegial environment, and the
experience of having served as a Board member of a sophisticated global company.
Many of our nominees are either current or former chief executive officers or chairmen of other large
international corporations or have experience operating large, complex academic, governmental or philanthropic
institutions or departments. As such, they have a deep understanding of, and extensive experience in, many of
the areas that are outlined below as being of critical importance to Citis proper operation and success. For the
purposes of its analysis, the Board has determined that nominees who have served as a chief executive officer
or a chairman of a major corporation or large, complex institution have extensive experience with financial
statement preparation, compensation determinations, regulatory compliance (if their businesses are or were
regulated), corporate governance, public affairs, and legal matters.
In evaluating the composition of the Board, the Nomination, Governance and Public Affairs Committee seeks to
find and retain individuals who, in addition to having the qualifications set forth in Citis Corporate Governance
Guidelines, have the skills, experience and abilities necessary to meet Citis unique needs as a highly regulated
financial services company with operations in the corporate and consumer business within the United States
and more than 100 countries around the globe. The Committee has determined it is critically important to Citis
proper operation and success that its Board has, in addition to the qualities described above, expertise and
experience in the following areas:

International Business: As a company with a broad international reach, Citis Board values the
perspectives of Directors with international business or governmental experience. Citis presence in
markets outside the United States is an important competitive advantage for Citi, because it allows us
to serve U.S. and foreign businesses and individual clients whose activities span the globe.

Directors with international business experience can use the experience and relationships that they
have developed through their own business dealings to assist Citis Board and management in
understanding and successfully navigating the business, political, and regulatory environments in
countries in which Citi does, or seeks to do, business.

Financial Services Industry: Citi is a global diversified banking company whose businesses
provide a broad range of financial services to consumer and corporate customers, making it critically
important that its Board include members who have deep financial services backgrounds. To deepen
the financial services strength on its Board, Citi announced on January 21, 2009 that it would ask
experienced industry leaders with strong, proven financial and banking sector expertise to join its
Board of Directors. We have done so and the nominees include many individuals with extensive
financial institution experience.

Risk Management: Risk management is a critical function of a complex global financial services
company and its proper supervision requires Board members with sophisticated risk management
skills and experience. Directors provide oversight of the Companys risk management framework,
including the significant policies, procedures and practices used in managing credit, market and
certain other risks, and review recommendations by management regarding risk mitigation. Citis
Board must include members with risk expertise to assist Citi in its efforts to properly identify,
measure, monitor, report, analyze, and control or mitigate risk.

Regulatory Compliance: Citi and its subsidiaries are regulated and supervised by numerous
regulatory agencies, both domestically and internationally, including the Federal Reserve Board, the
Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Consumer
Financial Protection Bureau, state banking and insurance departments, and international financial
services authorities. Having Directors with experience serving at, or interacting with, regulators,
or operating businesses subject to extensive regulation, is important to furthering Citis continued
compliance with its many regulatory requirements and fostering productive relationships with its
regulators.

Consumer Business: With more than 200 million accounts, Citi provides services to its retail
customers in connection with its retail banking, credit card, consumer finance, real estate lending,
personal loans, investment services, auto loans, small- and middle-market commercial banking,
and other financial services businesses. Citi looks to its Board members with extensive consumer
experience to assist it in evaluating its business model and strategies for reaching and servicing its
retail customers domestically and around the world.

Corporate Business: Citi provides a wide variety of services to its corporate clients, including
strategic and financial advisory services, such as mergers, acquisitions, financial restructurings, loans,
foreign exchange, cash management, underwriting and distributing equity, and debt and derivative
services; and global transaction services, including treasury and trade solutions and securities and
fund services. With a corporate business as extensive and complex as Citis, it is crucial that members
of the Board have the depth of understanding and experience necessary to guide managements
conduct of these lines of business.

Corporate Affairs: Citis reputation is a vital asset in building trust with its clients and Citi makes
every effort to communicate its corporate values to its stockholders and clients, its achievements
in the areas of corporate social responsibility, sustainability, and philanthropy, and its efforts to
improve the communities in which we live and work. Members of the Board with experience in the
areas of corporate affairs, philanthropy, communications, and corporate social responsibility assist
management by reviewing Citis policies and programs that relate to significant public issues, as well
as by reviewing Citis relationships with external stakeholders and issues that impact Citis reputation.

Financial Reporting: Citis internal controls over financial reporting are designed to ensure that Citis
financial reporting and its financial statements are prepared in accordance with generally accepted
accounting principles. While the Board and its committees are not responsible for preparing our
financial statements, they have oversight responsibility, including the selection of outside independent
auditors, subject to stockholder ratification. The Board must include members with direct or supervising
experience in the preparation of financial statements, as well as finance and accounting expertise.

Compensation: Citis Personnel and Compensation Committee is responsible for determining
the compensation for the CEO and approving the compensation of other executive officers of
the Company and members of Citis Operating Committee. In order to properly carry out its
responsibilities with respect to compensation, Citis Board must include members who have
experience evaluating the structure of compensation for senior executives. They must understand
the various forms of compensation that can be utilized, the purpose of each type and how various
elements of compensation can be used to motivate and reward executives and drive performance,
while not encouraging imprudent risk-taking or simply short-term goals.

Corporate Governance: Citi aspires to the highest standards of corporate governance and ethical
conduct: doing what we say, reporting results with accuracy and transparency, and maintaining
compliance with the laws, rules and regulations that govern the Companys businesses. The Board is
responsible for shaping corporate governance policies and practices, including adopting the corporate
governance guidelines applicable to the Company and monitoring the Companys compliance with
governance policies and the guidelines. To carry out these responsibilities, the Board must include
experienced leaders in the area of corporate governance who must be familiar with governance
issues, the constituencies most interested in those issues and the impact that governance policies
have on the functioning of a company.

Legal Matters: In addition to the regulatory supervision described above, Citi is subject to myriad
laws and regulations and is party to many lawsuits and regulatory proceedings. Citis Board has an
important oversight function with respect to compliance with applicable requirements, monitors the
progress of legal proceedings, and evaluates major settlements. Citis Board must include members
with experience in complying with regulatory requirements, as well as understanding complex
litigation and litigation strategies.
The Nominees
The following tables give information provided by the nominees about their principal occupation,
business experience, and other matters.
Each nominees biography highlights his or her particular skills, qualifications and experience that support
the conclusion of the Nomination, Governance and Public Affairs Committee that the nominee is extremely
qualified to serve on Citis Board.
The Board of Directors recommends that you vote for each of
the following nominees.
Name and Age at Record Date Position, Principal Occupation, Business Experience and Directorships
Michael L. Corbat
53
Chief Executive Officer
Citigroup Inc.

Chief Executive Officer, Citigroup Inc. October 2012 to present

Chief Executive Officer, Europe, Middle East and Africa December 2011
to October 2012

Chief Executive Officer, Citi Holdings January 2009 to December 2011

Chief Executive Officer, Citis Global Wealth Management September 2008
to January 2009

Head of Global Corporate Bank and Global Commercial Bank March 2008
to September 2008

Head of Global Corporate Bank April 2007 to March 2008

Head of Global Relationship Bank March 2004 to April 2007

Head of EM Sales & Trading and Capital Markets, FICC October 2001 to March 2004

Head of EM Sales & Fixed Income Origination March 1988 to October 2001

Director of Citigroup since 2012

Previous Directorships within the last five years: EMI

Other Activities: British/American Business, Inc. (Director), New York City Partnership
(Director), The U.S. Ski & Snowboard Team Foundation (Director), The Clearing House
Association (Member of the Supervisory Board), Financial Services Forum (Member),
Institute of International Finance (Board Member), International Business Council of
WEF (Member)
SKILLS AND QUALIFICATIONS
Mr. Corbat is an experienced financial services executive and finance professional and has been nominated to serve on the
Board because of his extensive experience and expertise in the areas of Financial Services, Risk Management, Financial
Reporting, International Business, Corporate and Consumer Business, Regulatory Compliance and Corporate Affairs. In his
role as Chief Executive Officer of Citigroup Inc., his prior experience as Citis CEO of Europe, Middle East and Africa, and his
extensive career at Citi he has gained experience in all of Citis business operations, including consumer banking, corporate
and investment banking, securities and trading and private banking services. In these roles, Mr. Corbat has gained extensive
financial services, financial reporting, corporate business, and risk management experience. Additionally, in his role as CEO
of Citi Holdings, Citis portfolio of non-core businesses and assets, he oversaw the divestiture of more than 40 businesses,
including the IPO and sale of Citis remaining stake in Primerica. Mr. Corbat also successfully oversaw the restructuring of
Citis consumer finance and retail partner cards businesses and divested more than $500 billion in assets, reducing risk on the
Companys balance sheet and freeing up capital to invest in Citis core banking business.
Duncan P. Hennes
57
Co-Founder and Partner
Atrevida Partners, LLC

Co-Founder and Partner, Atrevida Partners, LLC 2007 to Present

Co-Founder and Partner, Promontory Financial Group 2000 to 2006

Chief Executive Officer, Soros Fund Management 1999 to 2000

Executive Vice President/Treasurer, Bankers Trust Company 1987 to 1999

Audit Manager, Arthur Andersen & Co. 1979 to 1987


Director of Citibank, N.A. since 2013

Other Directorships: Syncora Holdings. Ltd.

Previous Directorships within the last five years: N/A

Other Activities: Standard & Poors (Board Member), Freeman & Co. (Advisory Board),
Promontory Financial Group (Advisory Board), Penn Medicine (Trustee)
Mr. Hennes is an experienced financial services professional and has been nominated to serve on the Board because of his
extensive experience and expertise in the areas of Financial Services, Risk Management, Financial Reporting, Corporate
Business, Regulatory Compliance, and Corporate Affairs. In his role as the Co-Founder of Atrevida Partners, LLC and his prior
experience at Promontory Financial Group and Bankers Trust Corporation he has gained extensive experience in financial
services, regulatory compliance, corporate and investment banking, and securities and trading. While at Bankers Trust
Corporation, Mr. Hennes was Chairman of Oversight Partners I, the consortium of 14 firms that participated in the equity
recapitalization of Long-Term Capital Management. As the Chair of Oversight Partners, Mr. Hennes gained experience in credit
and risk management, and personnel matters. Additionally, in his role as CEO of Soros Fund Management, Mr. Hennes gained
experience in investing, operational infrastructure, and trading, including arbitrage activities. Mr. Hennes experience as a
Certified Public Accountant has also given him audit, financial reporting, and risk management expertise.
Franz B. Humer
67
Chairman, Retired
Roche Holding Ltd

Chairman, Roche Holding Ltd 2008 to March 2014

Chairman & Chief Executive Officer, Roche Group 2001 to 2008

Chief Executive Officer, Roche Group 1998 to 2001

Chief Operating Officer, F. Hoffmann-La Roche Ltd 1996 to 1998

Head of Pharmaceuticals, F. Hoffmann-La Roche Ltd 1995 to 1996



Other Directorship: Diageo plc (Chairman)

Previous Directorships within the last five years: Allianz SE and Roche Holdings Inc.

Other Activities: Friends of Phelophepa Foundation (Chairman), INSEAD (Chairman),
International Centre for Missing and Exploited Children (Chairman), and Jacobs Holding
AG (Member of the Board)
Mr. Humer is an experienced executive and has been nominated to serve on the Board because of his extensive experience
in the areas of International and Consumer Business, Financial Reporting, Risk, Compensation, Regulatory Compliance, and
Corporate Governance. Mr. Humer gained extensive experience in international and consumer business, risk management,
compensation, regulatory compliance, financial reporting, and corporate governance in his roles as CEO and Chair of Roche
Holding and other executive positions at Roche, his roles as an executive at GlaxoSmithKline Plc and Schering Plough, as well
as in his service as Chair of Diageo plc. With his many years of experience leading large complex organizations in the U.S. and
in Europe in an extensively regulated industry, Mr. Humer is able to offer insights in the implementation of business strategies
in major global markets, advice on regulatory compliance, and to provide strategic guidance on the development and expansion
of important franchises and brands. As a former member of the International Advisory Board of Allianz, and as a member of
several philanthropic organizations, he is able to provide important perspectives on international and consumer business and
corporate affairs.
Eugene M. McQuade
65
Chief Executive Officer, Retired*
Citibank, N.A.

Chief Executive Officer and Director, Citibank, N.A. July 2009 to April 2014

Vice Chairman, President and Director, Merrill Lynch Banks 2008 to 2009

President, Chief Operating Officer and Director, FreddieMac 2004 to 2007

President and Director, Bank of America 2004

President, Chief Operating Officer and Director, FleetBoston Financial 2002 to 2004

Vice Chairman and Chief Financial Officer, FleetBoston Financial 1997 to 2002


Other Directorships: XL Group, plc


Other Activities: Boys and Girls Club (Trustee), American Ireland Fund (Director)
Mr. McQuade is an experienced financial services executive and has been nominated to serve on the Board because of his
extensive skills and experience in the areas of Banking, Financial Services, Risk Management, Corporate and Consumer
Business, Financial Reporting and Regulatory Compliance. As the former Chief Executive Officer of Citibank, N.A., he has a
deep understanding of all aspects of Citis institutional and consumer businesses and has managed Citibanks capital structure,
regulatory compliance, operational risk, and strategic planning and supervised Citibanks financial reporting. Mr. McQuade
has extensive experience and financial expertise through his service in management positions such as CEO, president, vice
chairman, chief financial officer and chief operating officer of several global, publicly traded financial institutions. His has gained
broad experience in consumer banking and commercial banking through his previous experience at Bank of America, FleetBoston
Financial, and Merrill Lynch. In addition, his board service at XL Group, plc gives him experience with global operations and
regulated businesses. Mr. McQuades extensive financial services background also adds significant value to Citis and Citibanks
relationships with various regulators and stakeholders.
* Mr. McQuade announced that he will retire as CEO of Citibank, N.A. effective on April 1, 2014.
Michael E. ONeill
67
Chairman
Citigroup Inc.

Chairman, Citigroup Inc. 2012 to Present

Chairman, Chief Executive Officer and Director, Bank of Hawaii
Corporation 2000 to 2004

Elected Chief Executive Officer, Barclays PLC 1999

Vice Chairman and Chief Financial Officer, Bank of America 1995 to 1998

Chief Financial Officer, Continental Bank 1993 to 1995


Other Directorships: FT Ventures (Advisory Board)


Other Activities: The Honolulu Museum of Arts (Trustee), University of Virginia, Darden
Graduate School of Business Foundation (Trustee), and The Export-Import Bank of the
United States (Member of Advisory Board)
Mr. ONeill is an experienced financial services executive and has been nominated to serve on the Board because of his
extensive experience in the areas of Financial Services, International Business, Corporate and Consumer Business, Regulatory
Compliance, Risk Management, and Financial Reporting. As the former Chairman and Chief Executive Officer of the Bank
of Hawaii, Vice Chairman and Chief Financial Officer at Bank of America, and Chief Financial Officer of Continental Bank,
Mr. ONeill has had extensive experience and developed his expertise in the areas of financial services, international, corporate
and consumer business, regulatory compliance, risk management, and financial reporting. Under his leadership, Bank of Hawaii
executed a successful three-year strategic turnaround, and risk management procedures were overhauled. Furthering his
regulatory compliance expertise, while at the Bank of Hawaii, Mr. ONeill served as the 12th District representative of the
Federal Reserve Advisory Council. During his tenure at Continental Bank and while he was an independent financial consultant,
Mr. ONeill gained extensive international financial services experience.
Gary M. Reiner
59
Operating Partner
General Atlantic LLC

Operating Partner, General Atlantic LLC 2010 to Present

Senior Vice President and Chief Information Officer, General Electric
Company 1996 to 2010

Partner, Boston Consulting Group 1986 to 1991



Other Directorships: Hewlett-Packard Company

Previous Directorships within the last five years: Genpact Ltd

Other Activities: Norwalk Hospital (Member)
Mr. Reiner is an experienced executive and has been nominated to serve on the Board because of his experience in the areas of
Technology, Financial Reporting, Corporate Governance, and International and Consumer Business. In his current role as Operating
Partner of General Atlantic LLC, he has continued to broaden his considerable expertise in technology and management. Through
his tenure as Chief Information Officer at General Electric, Mr. Reiner gained extensive experience in the management of a large,
complex, multi-national operation, developing technology innovations, strategic planning and marketing to an international
consumer base. He also has significant experience in IT through his many years of experience as a partner of Boston Consulting
Group, where he focused on strategic issues for technology businesses. Mr. Reiners expertise as an innovative technology leader
will assist Citi in meeting the challenges of operating a financial services company in the 21st century. Through his service on the
Hewlett Packard Board of Directors, Mr. Reiner has developed additional leadership and corporate governance expertise as the
Chair of its Nominating, Governance and Social Responsibility Committee.
Judith Rodin
69
President
Rockefeller Foundation

President, Rockefeller Foundation 2005 to present

President Emerita, University of Pennsylvania 2004 to present

President, University of Pennsylvania 1994 to 2004

Provost, Yale University 1992 to 1994


Other Directorships: Comcast Corporation

Previous Directorships within the last five years: Aetna Inc., and AMR Corporation

Other Activities: World Trade Memorial Foundation (Director), Carnegie Hall (Director),
Laureate Education, Inc. (Director), White House Project (Member), Council on Foreign
Relations (Member), and National Academy of Sciences Institute of Medicine (Member)
Dr. Rodin is an experienced leader in the not-for-profit sector and has been nominated to serve on the Board because of her skills
and experience in the areas of Corporate Affairs, Corporate Governance, Compensation, Financial Reporting, Risk Management
and Legal Matters. Through her current role as the President of the Rockefeller Foundation, and her previous positions as
President of the University of Pennsylvania from 1994 until her retirement in 2004, and as Provost of Yale University from 1992
to 1994, together with her service as a member of the Comcast Audit Committee, Dr. Rodin has had extensive experience in
the areas of corporate affairs, financial reporting, risk management and legal matters. As the President of the University of
Pennsylvania, which was the largest private employer in Philadelphia, as a member of the Compensation Committee of Comcast
Corporation, and as a Director of Comcast Corporation and Laureate Education, Inc., Dr. Rodin has had extensive experience
with compensation matters. Her service as a Director of the World Trade Memorial Foundation, and of Carnegie Hall, as an
honorary Director of the Brookings Institution, a member of the Council on Foreign Relations, a member of the Institute of
Medicine, and a member of the New York City Commission for Economic Opportunity have deepened her understanding of
corporate affairs issues.
Robert L. Ryan
70
Chief Financial Officer, Retired
Medtronic Inc.

Senior Vice President and Chief Financial Officer, Medtronic Inc. 1993 to 2005

Vice President, Finance and Chief Financial Officer, Union Texas Petroleum
Corporation 1984 to 1993

Controller, Union Texas Petroleum Corporation 1983 to 1984

Treasurer, Union Texas Petroleum Corporation 1982 to 1983

Vice President, Citibank, N.A. 1975 to 1982

Management Consultant, McKinsey & Co. 1970 to 1975



Other Directorships: General Mills and Stanley Black & Decker

Previous Directorships within the last five years: Hewlett-Packard and
United Health Group

Other Activities: Cornell University (Trustee)
Mr. Ryan is an experienced finance executive and has been nominated to serve on the Board because of his extensive skills and
experience in the areas of Financial Reporting, Risk Management, and Corporate Affairs. Mr. Ryan has developed extensive
expertise in financial reporting and risk management through his roles as Senior Vice President and Chief Financial Officer of
Medtronic from 1993 to 2005, Vice President, Finance and Chief Financial Officer of Union Texas Petroleum Corporation from
1984 to 1993, its Controller from 1983 to 1984, and its Treasurer from 1982 to 1983, as well as through his service on Citis Audit
Committee, and his service on the Audit Committees of General Mills and Hewlett-Packard. Through his service on the Boards of
Citi, Stanley Black & Decker, General Mills, and Hewlett-Packard and his roles as a Trustee of Cornell University and a member
of the Visiting Committee of Harvard Business School, Mr. Ryan has gained valuable corporate affairs expertise and experience.
67
Former President
Federal Reserve Bank of Philadelphia

Senior Advisor, McKinsey & Company 2006 to 2008

President, Federal Reserve Bank of Philadelphia 2000 to 2006

Richard K. Mellon Professor, Finance, The Wharton School at the
University of Pennsylvania 1984 to 2002



Other Directorships: RenaissanceRe Holdings, Ltd., Penn Mutual Life
Insurance Company, and Columbia Funds

Previous Directorships within the last five years: B of A Fund Series Trust

Other Activities: Ben Franklin Technology Partners of Southeast Pennsylvania (Director)
Dr. Santomero is a seasoned economist and economic policy adviser and has been nominated to serve on the Board because
of his extensive experience in the areas of Risk Management, Regulatory Compliance, and Financial Reporting. Among many
other distinguished positions at which he had wide-ranging risk and regulatory experience, Dr. Santomero was most recently
a Senior Advisor at McKinsey & Company, served as the President of the Federal Reserve Bank of Philadelphia from 2000 to
2006, and was Chair of the Systems Committee on Credit and Risk Management, and was a member of the Financial Services
Policy Committee and the Payments System Policy Advisory Committee. As the Richard K. Mellon Professor of Finance at The
Wharton School of the University of Pennsylvania and Deputy Dean of the School, Dr. Santomeros particular focus was on
issues related to managing risk at the firm level as well as ways to improve productivity and performance, while working closely
with industry executives and practitioners to ensure that the research was informed by the operating realities and competitive
demands facing industry participants as they pursue competitive excellence. Through his service on Citis Risk Management and
Finance and Audit Committees as well as the Investment and Risk Management Committee of RennaissanceRe Holdings, he has
deepened his risk management experience.
Joan E. Spero
69
Senior Research Scholar
Columbia University School of International and Public Affairs

Senior Research Scholar, Columbia University School of International and
Public Affairs 2010 to present

Visiting Fellow at the Foundation Center 2009 to 2010

President and CEO, Doris Duke Charitable Foundation 1997 to 2008

Under Secretary of State, Economics, Business and Agricultural Affairs 1993 to 1996

Executive Vice President, American Express Company, Corporate Affairs and
Communications 1991 to 1993

Senior Vice President and Treasurer 1989 to 1991

Vice President, Corporate Affairs 1983 to 1989

Vice President, Corporate Strategic Planning, American Express 1981 to 1983

Ambassador to the United Nations for Economic and Social Affairs 1980 to 1981

Assistant Professor, Columbia University 1973 to 1979



Other Directorships: IBM and International Paper

Previous Directorships within the last five years: First Data Corporation and
ING Groep N.V.

Other Activities: Council of American Ambassadors (Member), Academy of Diplomacy
(Member), American Philosophical Society (Member), Wisconsin Alumni Research
Foundation (Trustee), International Center for Transitional Justice (Trustee), Columbia
University (Trustee Emeritus), Amherst College (Trustee Emeritus), Council on Foreign
Relations (Trustee Emeritus) and Brookings Institution (Trustee Emeritus)
Ms. Spero is a person of wide ranging experience, having served as a senior Government official, a financial services executive,
an academic, a seasoned Board member, and as a leader in the not-for-profit sector. She has been nominated to serve on the
Board because of her Corporate Governance, Regulatory Compliance, International and Consumer Business, Financial Services,
Corporate Affairs, Compensation, and Financial Reporting experience. Ms. Spero gained extensive regulatory compliance and
international business experience during her tenure as U.S. Under Secretary of State for Economic, Business and Agricultural
Affairs and U.S. Ambassador to the United Nations for Economic and Social Affairs. As an executive at American Express
Company, including her roles as Executive Vice President of Corporate Affairs and Communications and as Senior Vice President
and Treasurer, she developed expertise in financial services, consumer business and corporate affairs. As a current or former
member of the Boards of Directors of IBM, International Paper, ING, Delta Airlines, and First Data Corporation, including
her service on the Compensation and Audit Committees of IBM, the Governance Committee of International Paper, and the
Public Policy and Environment Committee of International Paper, she gained extensive experience in corporate governance,
consumer business, financial reporting, compensation, and corporate affairs. Her roles as the former President of the Doris
Duke Foundation; her former position as the visiting fellow at the Foundation Center, where she conducted research on the
role of American Private Foundations in U.S. foreign policy and in the global system; and her current role as senior research
scholar at Columbia University School of International and Public Affairs, where she researches and writes about international
philanthropy and its role in the global system; as well as her other service in the non-profit sector, have given her extensive
insights into corporate affairs matters.
Diana L. Taylor
59
Managing Director
Wolfensohn Fund Management, L.P.

Managing Director, Wolfensohn Fund Management, L.P. 2007 to present

Superintendent of Banks, State of New York 2003 to 2007

Deputy Secretary, Governor Pataki, State of New York 2002 to 2003

Chief Financial Officer, Long Island Power Authority 2001 to 2002

Vice President, KeySpan Energy 1999 to 2001

Assistant Secretary, Governor Pataki, State of New York 1996 to 1999

Executive Vice President, Muriel Siebert & Company 1993 to 1994

President, M.R. Beal & Company 1988 to 1993 and 1995 to 1996

Senior Vice President, Donaldson Lufkin & Jenrette 1984 to 1988

Vice President, Lehman Brothers Kuhn Loeb 1982 to 1984

Associate, Smith Barney Harris Upham 1980 to 1982



Other Directorships: Brookfield Asset Management and Sothebys

Previous Directorships within the last five years: Allianz Global Investors,
Brookfield Office Properties and FNMA

Other Activities: Accion International (Chair), AMFAR (Secretary), Columbia Business
School (Board of Overseers), Dartmouth College (Trustee), Girls Educational & Mentoring
Services (GEMS) (Member), Hudson River Park Trust (Chair), International Womens
Health Coalition (Treasurer), Mailman School of Public Health (Board of Overseers),
New York Womens Foundation (Member), The After School Corporation (Member),
Economic Club of New York, Council on Foreign Relations (Member) and YMCA of
Greater New York (Member)
Ms. Taylor is an experienced financial services executive and regulator and has been nominated to serve on the Board
because of her wide-ranging experience in the areas of Financial Services, Corporate Business, Regulatory Compliance, Risk
Management, Corporate Affairs, Compensation, Corporate Governance, Financial Reporting, and Legal Matters. Ms. Taylor has
extensive bank regulatory and risk management experience having served as the Superintendent of Banks for the New York
State Banking Department. Her financial services and corporate business experience includes in-depth private equity, fund
management, and investment banking experience as a Managing Director of Wolfensohn Fund Management, L.P., a fund
manager; Founding Partner and President of M.R. Beal & Company, a full service investment banking firm; and through
various executive positions with Donaldson, Lufkin & Jenrette, Lehman Brothers Kuhn Loeb, Inc., and Smith Barney, Harris
Upham & Co. Earlier in her career, Ms. Taylor served as Chief Financial Officer of the Long Island Power Authority. In addition,
through her work on the Sothebys Compensation Committee, the Brookfield Properties Governance Committee, on the
Compensation Committee of, and as a member of the Audit Committee of, the Dartmouth Board of Trustees, and as chair of
Accion International, and the Hudson River Park Trust, and former chair of the New York Womens Foundation, and the YMCA of
Greater New York, Ms. Taylor has gained additional experience in corporate affairs, corporate governance, financial reporting,
compensation, and legal matters.
68
Chief Executive Officer, Retired
Pacific Investment Management Company (PIMCO)

Chief Executive Officer, PIMCO 1993 to 2009

Salomon Brothers Inc. 1975 to 1993

Chairman, Salomon Brothers Asia Ltd. 1991 to 1993


Other Directorships: Pacific Life Corporation, Lead Director 2012


Other Activities: Pacific Symphony Orchestra (Life Director), Thompson Foundation
for Autism (Chair), Thompson Family Foundation (President), University of Missouri
(Presidents Financial Advisory Council), and Orange County Community Foundation
(Advisory Director)
Mr. Thompson is an experienced financial services executive and has been nominated to serve on the Board of Directors
because of his extensive experience in the areas of Financial Services, Corporate Governance, Financial Reporting,
Compensation, Legal Matters, International Business, Corporate and Consumer Business, and Risk Management. As Chief
Executive Officer of PIMCO from 1993 to 2009, Chairman of Salomon Brothers Asia Ltd. in Tokyo from 1991 to 1993, and head
of Corporate Finance, Western Region and Head of Institutional Sales, Western Region, at Salomon Brothers, Mr. Thompson
gained extensive financial services, and corporate, consumer and international business, skills and experience. As a Chief
Executive Officer, and through his service as Chairman of the Risk and Finance Committee, member of the Compensation and
Personnel Committee, and Lead Director of Pacific Life Corporation, Mr. Thompson developed extensive skills and experience in
corporate governance, financial reporting, compensation, and legal matters.
James S. Turley
57
Chairman and CEO, Retired
Ernst & Young

Chairman and CEO, Ernst & Young 2001 to June 2013

Regional Managing Partner, Ernst & Young 1994 to 2001

Director of Citigroup since July 2013

Director of Citibank, N.A. since July 2013

Other Directorships: Emerson Electric Co.


Other Activities: Boy Scouts of America (Member), Council for Economic Development
(Trustee), National Corporate Theatre Fund (Chair), and Rice University (Trustee)
Mr. Turley, the retired Global Chair and CEO of Ernst & Young, brings to Citi his learnings and expertise from his exceptional
career in the accounting profession, both in the U.S. and internationally, as well as his executive experience from leading a
major public accounting firm. Mr. Turley has been nominated to serve on the Board because of his extensive knowledge and
expertise in the areas of Financial Reporting, Legal Matters, International Business, and Risk Management. As a member of
the Audit Committee, Mr. Turley will add significant value to the Boards oversight of financial reporting, regulatory matters,
compliance, internal audit, and legal issues. Having served as Chair and CEO of Ernst & Young, he has developed significant
expertise in the areas of compensation, litigation, corporate affairs, and corporate governance. Mr. Turley, the former Chairman
of the Board of Catalyst, recognized as a champion of diversity, having received the prestigious Crystal Leadership Award for his
support of equal marketplace access for women and the groundbreaking programs he oversaw at Ernst & Young that enable the
strategic development of women-owned businesses, will provide guidance to Citi on diversity matters as well.
Ernesto Zedillo
Ponce de Leon
62
Director, Center for the Study of Globalization and Professor in the Field of
International Economics and Politics, Yale University

Director, Center for the Study of Globalization and Professor in the Field of
International Economics and Politics, Yale University 2002 to present

President of Mexico 1994 to 2000

Secretary of Education, Government of Mexico 1992 to 1993

Secretary of Economic Programming and the Budget,
Government of Mexico 1988 to 1992

Undersecretary of the Budget, Government of Mexico 1987 to 1988

Banco de Mexico Economist, Deputy Manager of Economic Research,
Director General of FICORCA, Deputy Director 1978 to 1987


Other Directorships: Alcoa Inc., Procter & Gamble Company, and Grupo Prisa

Previous Directorships within the last five years: Electronic Data Systems Corporation
and Union Pacific Corporation

Other Activities: BP (Member of International Advisory Board), Credit Suisse
Research Institute (Advisor), World Economic Forum (Foundation Board), The Group
of Thirty (Member), Inter-American Dialogue (Co-Chair of Board), and Revenue Watch
(Chair of Board)
Mr. Zedillo Ponce de Leon is the former President of Mexico, a seasoned economist and academic expert. He has been
nominated to serve on the Board because of his extensive experience in the areas of International Business, Financial Services,
Regulatory Compliance, Corporate Affairs, Financial Reporting, Risk Management, and Corporate Governance. Through his
extensive governmental experience, including his service from 1978 to 1987 at the Central Bank of Mexico, as Undersecretary
of Budget for the Mexican government from 1987 to 1988, as Secretary of Economic Programming and the Budget from 1988
to 1992, and as President of Mexico from 1994 to 2000, as well as his academic experience, including his roles as the Director
of the Center for the Study of Globalization at Yale and as Professor in the Field of International Economics and Politics and
Professor of International and Area Studies at Yale, he has had extensive experience in the areas of international business,
financial services, regulatory compliance, and risk management. His service as Chair of the Global Development Network as
Chair of the High Level Commission on Modernization of World Bank Group Governance, on the Group of Thirty, and on the
International Advisory Boards of BP and the Coca-Cola Company, have given him extensive international business, financial
services, and corporate affairs experience. As a member of the Boards of Alcoa Inc., where he is on the Audit Committee
and Public Issues Committee, and Procter & Gamble Company, where he is Chair of the Governance and Public Responsibility
Committee, a member of the Innovation and Technology Committee and a past member of that Boards Finance Committee,
Grupo Prisa of Spain and as a past Director of the Union Pacific Corporation, where he served on the Audit and Finance
Committees, and as a Director of EDS, where he served on the Governance Committee, Mr. Zedillo Ponce de Leon has gained
experience in financial reporting, risk management, corporate governance, and corporate affairs.
Directors Compensation
Directors compensation is determined by the Board. Since its initial public offering in 1986, Citi has paid
outside Directors all or a portion of their compensation in common stock, to ensure that the Directors
have an ownership interest in common with other stockholders. The Nomination, Governance and Public
Affairs Committee makes recommendations to the Board with respect to compensation of Directors.
The Committee periodically reviews benchmarking assessments in order to determine the level of
compensation to attract qualified candidates for Board service and to reinforce our practice of encouraging
stock ownership by our Directors. In 2013, the Committee received benchmarking assessments of peer
company director compensation from a consulting firm. After reviewing the current compensation program
against the assessment, the Committee determined not to recommend any changes.
The Board last adjusted the non-employee Directors annual retainer and deferred stock
grant in 2005.
Key features of our non-employee Director Compensation Program:

Non-employee Directors receive an annual cash retainer of $75,000 and a deferred
stock award valued at $150,000. The deferred stock award is generally granted
on the same date that annual incentives are granted to the senior executives. The
deferred stock award generally becomes distributable on the second anniversary of
the date of the grant, and Directors may elect to defer receipt of the award beyond
that date. Starting with the 2011 deferred stock award grant, in the event a Director
leaves the Board for personal reasons prior to the conclusion of the deferral period
and before age 72, the Director will not forfeit the deferred stock and the pro-rated
award will be distributed as scheduled. Directors may elect to receive all or a
portion of their cash retainer in the form of common stock, and Directors may elect
to defer receipt of this common stock.

Directors who are employees of Citi or its subsidiaries do not receive any
compensation for their services as Directors.

Citis Chairman receives annual compensation in the form of a $500,000 Chairmans
Fee, payable 75% in deferred shares of Citi common stock and 25% in cash or
deferred shares of Citi common stock.

Except as described below, Directors receive no additional compensation for
participation on Board committees. Committee chairs, including chairs of ad hoc
committees, receive additional compensation of $35,000 per year. Additional
compensation for special assignments may be determined on a case by case basis.

Citibank, N.A. (Citibank) is a wholly-owned subsidiary of Citi. Mses. Spero and Taylor
and Messrs. Hennes, Humer, Joss, McQuade, Reiner, Ryan, Santomero and Turley
serve on Citibanks Board of Directors. Each non-employee Director of Citibank is
entitled to receive $50,000 as an annual cash retainer; the Chairman is entitled to
receive an additional $50,000 in cash. Citibanks Committee Chairs receive additional
compensation of $15,000 per year in cash. Mr. McQuade was an employee director
of Citibank in 2013; therefore, he did not earn any compensation as a director.

All annual retainers and chair fees are paid in cash or stock in four equal quarterly
installments per annum. These fees are reported in the Non-Employee Director
Compensation Table below.

Citi reimburses its Board members for expenses incurred in attending Board and
committee meetings or performing other services for Citi in their capacities as
Directors. Such expenses include food, lodging and transportation.
The following table provides information on 2013 compensation for non-employee Directors.
Director Compensation
Name
Fees
Earned
or Paid
in Cash
($)(a)
Stock
Awards
($)(a)(b)
Option
Awards
($)(c)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)
All other
Compensation
($)
Total
($)
Duncan P. Hennes $ 17,857 $ 21,428 $ 39,285
Franz B. Humer $125,000 $150,000 $275,000
Robert L. Joss
(d)
$175,000 $150,000 $350,000 $675,000
Michael E. ONeill
(e)
$500,000 $500,000
Gary M. Reiner $ 62,500 $ 75,000 $137,500
Lawrence R. Ricciardi
(f)
$ 87,500 $ 37,500 $125,000
Judith Rodin $ 75,000 $150,000 $225,000
Robert L. Ryan $175,000 $150,000 $325,000
Anthony M. Santomero $236,250 $150,000 $386,250
Joan E. Spero $125,000 $150,000 $275,000
Diana L. Taylor $206,250 $150,000 $356,250
William S. Thompson $101,250 $150,000 $251,250
James S. Turley $ 62,500 $ 75,000 $137,500
Ernesto Zedillo Ponce de Leon $ 83,750 $150,000 $233,750

Directors receive an annual cash retainer of $75,000 and a deferred stock award valued at $150,000.

Citis Chairman receives annual compensation in the form of a $500,000 Chairmans Fee.

Citis Committee chairs receive additional compensation of $35,000 per year.

Each independent director of Citibank is entitled to receive $50,000 as an annual retainer.

Citibanks chairman is entitled to receive an additional $50,000.

Citibanks Committee chairs receive additional compensation of $15,000 per year.
(a) Directors may elect to receive all or a portion of the cash retainer in the form of Citi common stock and may elect to defer
receipt of Citi common stock. Certain directors elected to defer receipt of the shares. Ms. Spero and Dr. Rodin elected to
receive all or a portion of their Citigroup 2013 cash retainer and/or Chair fee in deferred stock as represented in the below
chart. Mr. ONeill elected to receive his Chairman Fee in deferred stock as represented in the below chart. Mr. Reiner and
Mr. Thompson elected to receive all of their cash retainer in stock (100%). Mr. Reiner and Mr. Thompson did not elect to defer
their retainer; therefore, their 2,036 and 736 shares, respectively, were distributed to them quarterly.
Deferred Fees
To Be Paid in Stock

Fees Earned or
Paid in Cash
Number of
Units
Value of
Units
Duncan P. Hennes $ 17,857
Franz B. Humer $125,000
Robert L. Joss $175,000
Michael E. ONeill 10,136 $500,000
Gary M. Reiner $ 62,500
Lawrence R. Ricciardi $ 87,500
Judith Rodin 1,520 $ 75,000
Robert L. Ryan $175,000
Anthony M. Santomero $236,250
Joan E. Spero $ 50,000 1,520 $ 75,000
Diana L. Taylor $206,250
William S. Thompson $101,250
James S. Turley $ 62,500
Ernesto Zedillo Ponce de Leon $ 83,750
(b) The values in this column represent the aggregate grant date fair values of the 2013 deferred stock awards. The grant date fair
value is based on a grant date of February 19, 2013 and a grant price determined by the average NYSE closing price of Citis
common stock on the immediately preceding five trading days (except for Messrs. Reiner and Turley, for whom the grant date was
October 1, 2013 and Mr. Hennes, for whom the grant date was January 1, 2014, based on the announcement dates of their service
as Board members). The amounts in the below chart represent deferred stock awards only and not shares awarded in lieu of the
cash retainer and/or Chairman or Committee Chair fees. The grant date fair value of the deferred stock awards are set forth below:
Director
Deferred Stock
Granted in 2013
(#)
Grant Date
Fair Value
($)
Duncan P. Hennes* 410.4304 $ 21,428
Franz B. Humer 3,414.3677 $150,000
Robert L. Joss 3,414.3677 $150,000
Michael E. ONeill $
Gary M. Reiner* 1,533.4287 $ 75,000
Lawrence R. Ricciardi** 853.5919 $ 37,500
Judith Rodin 3,414.3677 $150,000
Robert L. Ryan 3,414.3677 $150,000
Anthony M. Santomero 3,414.3677 $150,000
Joan E. Spero 3,414.3677 $150,000
Diana L. Taylor 3,414.3677 $150,000
William S. Thompson 3,414.3677 $150,000
James S. Turley* 1,533.4287 $ 75,000
Ernesto Zedillo Ponce de Leon 3,414.3677 $150,000
* The Deferred Stock Awards granted to Messers. Hennes, Reiner and Turley were pro-rated based on the dates they joined
the Board.
** Mr. Ricciardis Deferred Stock Award was pro-rated because his service on the Board terminated on April 24, 2013.
The aggregate number of shares of deferred stock outstanding at the end of 2013 was:
Name
Number of
Shares
Mr. Hennes 410
Mr. Humer 7,608
Mr. Joss 8,326
Mr. ONeill 41,487
Mr. Reiner 1,533
Dr. Rodin 24,637
Mr. Ryan 19,361
Dr. Santomero 23,560
Ms. Spero 10,923
Ms. Taylor 15,615
Mr. Thompson 8,338
Mr. Turley 1,533
Mr. Zedillo Ponce de Leon 14,272
(c) Beginning in 2009, Directors were no longer able to elect to receive any of their compensation in the form of options to
purchase shares of common stock.
(d) Robert L. Joss earned $350,000 for consulting services provided to the Company during 2013.
(e) Mr. ONeill receives a Chairmans Fee of $500,000 annually for his service as Citis Chairman.
(f) Mr. Ricciardi retired from the Board on April 24, 2013.
The following chart shows the amount of dividend equivalents and interest paid to the non-employee Directors in 2013 with respect
to shares of Citi common stock held in their deferred stock accounts.
Director
Dividend Equivalents and
Interest Paid on
Deferred Stock Account
(1)
Duncan P. Hennes
Franz B. Humer 270
Robert L. Joss 333
Michael E. ONeill 1,410
Gary M. Reiner 15
Lawrence R. Ricciardi 107
Judith Rodin 914
Robert L. Ryan 774
Anthony M. Santomero 942
Joan E. Spero 365
Diana L. Taylor 590
William S. Thompson 299
James S. Turley 15
Ernesto Zedillo Ponce de Leon 536
(1) Dividend equivalents are paid quarterly, in the same amount per share and at the same time as dividends are paid to
stockholders. Interest accrues on the amount of the dividend equivalent from the payment date until the end of the quarter,
at which time the dividend equivalent is either distributed to the Director in cash or reinvested in additional shares of deferred
stock. Citi resumed paying quarterly dividends in June 2011. Differences in the amounts paid to Directors can be attributed
to a variety of factors including length of service and elections made by individual Board members with respect to the form
in which they receive their cash retainers or deferred stock awards. Generally, Directors who have served on the Board for
longer periods of time have accumulated more shares in their deferred stock accounts than Directors with a shorter tenure
and as a result receive higher dividend equivalent payments. The number of shares owned by each Director is reported on
page 21 of this Proxy Statement.
The Personnel and Compensation Committee Report
The Personnel and Compensation Committee (the Committee) evaluated the performance of and
determined the compensation for the CEO, approved the compensation of executive officers, and approved
the compensation structure for other members of senior management and other highly compensated
employees. The Committee reviewed and discussed the Compensation Discussion and Analysis with
members of senior management and, based on this review, the Committee recommended to the Board
of Directors of Citigroup Inc. that the Compensation Discussion and Analysis be included in Citis Annual
Report on Form 10-K and Proxy Statement on Schedule 14A filed with the SEC.
THE PERSONNEL AND COMPENSATION COMMITTEE:
Michael E. ONeill (Chair)
Dr. Judith Rodin
Diana L. Taylor
March 6, 2014
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis reviews:

Citis compensation program and CEO pay decisions in an executive summary (page 45);

Feedback from our investors on executive compensation (page 47);

Total shareholder return and 2013 business performance, each as compared to peers, to provide
context for our compensation decisions (page 48);

Our continued focus on risk and incentive compensation plans (page 50);

Awards made by the Committee to our named executive officers for 2013, based on our new
framework for awarding incentive compensation (page 52);

Payouts in 2013 under Citis legacy retention awards granted in 2010 and 2011 (page 65);

Our strong executive compensation policies and practices (page 67); and

The 2013 Summary Compensation Table and related compensation information (page 71).
I. Executive Summary
Citi completed the implementation of our new executive compensation program, which we developed
in 2012 and described in last years Compensation Discussion and Analysis. Full implementation marks
a milestone in our continued commitment to aligning pay and performance through the use of objective
pre-determined metrics to determine incentive awards. The new program was designed in response
to shareholder preferences we identified in our extensive shareholder outreach in 2012. We continued
that outreach in 2013 to obtain feedback on the new program, which is based on our belief in pay for
performance and alignment of executive interests with those of shareholders. After our shareholders voted
in favor of the revised program in 2013, we continued to implement and refine the program.
Under our new program, we based incentive compensation awards for 2013 on pre-defined performance
goals established at the beginning of 2013 for each named executive officer. After year-end, the Committee
evaluated Citi and individual performance against the pre-defined goals and developed objective ratings
that were used to evaluate whether the executive should receive compensation above, at, or below the
estimated range for market median compensation for the position. The Committee then reviewed the
preliminary compensation amount produced by the framework to determine whether the process yielded
appropriate incentive awards in the context of events as they occurred during the year, and adjusted down
the preliminary awards for 2013, if appropriate.
The financial metrics used to measure annual executive performance through Citis framework are those
we use to measure the success and progress of our businesses. Key metrics include return on tangible
common equity, return on assets, operating expense as a percentage of revenue (efficiency ratio), and
return on Basel III capital, as defined on pages 54-55. In this Compensation Discussion and Analysis, we
discuss our performance results using those metrics. Furthermore, risk and control results are a critical
element of the non-financial goals included in our framework, and significant adverse risk outcomes will
result in a reduction in an executives compensation where appropriate, even if financial results are positive.
The financial metrics demonstrate that Citis principal operating results were largely in line with our business
plan. Furthermore, Company financial performance in 2013 was its strongest since the financial crisis and
reflected steady progress, as demonstrated by the following improvements:
Metric 2013 2012
Revenues $76.4 billion $69.1 billion
Net Income $13.7 billion $7.5 billion
Efficiency Ratio
1
63% 72%
Return on Assets 0.73% 0.39%
Our compensation framework uses these and other financial metrics to advance the connection between
performance and pay. Our approach to executive compensation, which includes the compensation
framework, reflects ongoing input from investors, proxy advisory firms, and independent compensation
consultants. Key features of our approach for 2013 include:

The structured framework for determining the preliminary amount of annual incentive
compensation, effective for 2013, replacing a more discretionary approach;

Performance share units that deliver value to executives if the units are earned over a three-year
period based on pre-determined financial metrics. In addition, the value of each performance
share unit fluctuates with the value of Citi common stock;

Performance-based vesting and a range of clawbacks for all deferred awards to executive
officers. For 2013, we added a new clawback to the performance share units, which allows for
cancellation of unvested awards if there is a significant failure to supervise other managers even
if underlying financial goals are achieved, in addition to already existing clawbacks;

A one-year post-termination stock holding requirement. Under our long-standing stock ownership
commitment, executive officers are generally required to hold 75% of the net after-tax shares
acquired through Citis incentive compensation programs as long as they are executive officers.
In 2012, we further reinforced our commitment to executive ownership by requiring each
executive officer to hold half of these accumulated shares for one year after ceasing to be an
executive officer, even if they are no longer employed by Citi;

Features designed to discourage excessive or imprudent risk-taking, including the absence of
multi-year incentive guarantees;

No new Key Employee Profit Sharing Plan awards and no other new retention or exceptional
awards or programs;

The reliance on independent compensation consultants to check the new compensation
framework and to opine on the outcomes of the application of the framework; and

Maintenance of strong governance features such as:
Prohibition of hedging and pledging of Citi stock,
No perquisites, special benefits, or supplemental retirement plans, and
No change-in-control agreements, severance agreements, or tax gross-ups.
1 Efficiency ratio is total operating expenses divided by total revenues (net of interest expense). A smaller efficiency ratio is
therefore typically better than a larger efficiency ratio.
CEO Pay Overview
CEO Michael Corbats total annual pay for 2013 was $14.5 million, comprised of base pay of $1.5 million
and an annual incentive award of $13 million. Consistent with Citis past practice, the annual incentive
award was delivered 40% as an immediate cash bonus, 30% as a deferred stock award with multi-year
performance-based vesting under Citis Capital Accumulation Program, and 30% as performance share
units that are delivered at the end of a three-year period if performance goals are achieved.
In addition, Mr. Corbat was paid approximately $2.3 million as of January 20, 2014 under the Key Employee
Profit Sharing Plan pursuant to a one-time grant made in 2010 that was necessary to retain Citis strongest
leaders throughout the financial crisis. No additional awards will be made under this program.
II. Investor Feedback Citis Active Response
In 2012 and 2013, we enhanced our outreach to shareholders to understand their views of our executive
compensation program. In meetings with nearly 20 shareholders during 2012 and 2013 led by Board and
Committee Chairman Michael ONeill, members of the Board and/or management talked with investors
who collectively held more than 30% of Citis common shares. We also held meetings with proxy advisory
firms to determine whether the views of the proxy advisors regarding Citis pay practices were similar to
the views of Citi shareholders as expressed during our meetings with them. After the details of our 2012
program were disclosed, members of the Board and/or management met with investors to review our new
program as implemented for 2012 and as contemplated for 2013, and Mr. O'Neill led this effort. We heard
that shareholders understood and were positive about our ongoing changes, and they recommended that
we continue to enhance the existing connection between pay and performance.
This outreach regarding executive compensation continues, and builds upon our other extensive efforts to
discuss Citi with our investors. Mr. Corbat and other members of senior management, including the other
named executive officers, conducted numerous investor meetings throughout the U.S. and abroad in 2013
and presented at multiple investor conferences.
Our compensation program for 2013 reflects the feedback we received from investors on key elements of
our approach to executive compensation:

New compensation framework. Shareholders appreciated the progress Citi made last year in
redesigning its executive compensation program to be more objective. However, shareholders
wanted to see full implementation of the new framework, and this year we completed the
implementation. Incentive awards for 2013 were based on a scorecard of specific financial and
non-financial goals for both Citi and its major lines of business. Accordingly, incentive awards
were correlated with the performance of the businesses. Shareholders also wanted complete
explanations of the use of judgment in making compensation decisions, and this Compensation
Discussion and Analysis provides detailed explanations on pages 56-62.

Performance share units. Shareholders supported the performance share unit program we
introduced last year, and we awarded performance share units for performance in 2013 as we did
for 2012. Thirty percent of the overall incentive award for 2013 was granted in performance share
units, which will only be earned at the end of 2016 based on relative total shareholder return versus
peers and average return on assets over a three-year period (2014 through 2016). The metrics are
largely unchanged from last years awards; however, we increased the minimum average return on
assets required to earn any units, consistent with our goal of continuous improvement. We have
disclosed progress to date against the performance share unit metrics on page 65.

End of retention programs. Shareholders generally understood that our one-time Key Employee
Profit Sharing Plan and Key Risk Employee Plan awards, which were made in 2010 and 2011,
addressed a critical need to retain talent at a time when Citis return to sustained profitability was
less certain. Although final payments were made to the named executive officers under the plans
in early 2014, no new awards were made in 2012 or 2013. No new awards will be made under
these plans in future years, as the one-time retention awards have achieved their objectives.

One-year post-termination holding requirement. Citi has a long-standing stock ownership
commitment under which executive officers are generally required to hold 75% of the net after-tax
shares acquired under Citis incentive plans for the duration of their careers. Shareholders expressed
approval of our requirement that half of the shares covered by our stock ownership commitment be
held for one year after an executive officer leaves employment or ceases to be an executive officer.
This requirement became fully effective in 2013.
III. 2013 Company Performance
We believe that our executive compensation decisions should be viewed in the context of Citi
performance, both on an absolute basis and as compared to peers. The peer group shown in the following
tables is the group we use to benchmark our executive compensation decisions. The tables show that our
operating results are better than or comparable to peers; our one-year total shareholder return is strong on
an absolute basis and competitive on a one-year basis, although our three-year relative total shareholder
returns are weaker as compared to the peer group. Improving our returns in a prudent risk-taking environment is
managements primary objective.
Efficiency Ratio
1
58%
63%
66%
73%
78%
86%
87%
Wells Fargo
Goldman Sachs
Barclays
JPMorgan Chase
Citigroup
Bank of America
Deutsche Bank
Morgan Stanley
HSBC 60%
79%
Net Income to Common Shareholders
2
$20.9
$16.5
$13.5
$10.1
$7.7
$2.7
$1.4
JPMorgan Chase
Bank of America
Wells Fargo
Goldman Sachs
Citigroup
Deutsche Bank
Morgan Stanley
Barclays
HSBC $15.6
$0.8
Return on Assets
3
1.51%
0.86%
0.75%
0.73%
0.53%
0.36%
NA
NA
NA
Wells Fargo
Goldman Sachs
Bank of America
JPMorgan Chase
Citigroup
Deutsche Bank
Morgan Stanley
HSBC
Barclays
1 Efficiency ratio is total operating expenses divided by total revenues (net of interest expense). As a result, a smaller efficiency
ratio is generally better than a larger efficiency ratio.
2 Amounts shown are in USD billions. Barclays and Deutsche Bank results are converted to U.S. dollars at the 2013 average
exchange rate. Preferred dividends are excluded from net income for this purpose.
3 Return on assets is net income divided by average total assets. Return on assets calculations are not included for the
international peer group companies that report utilizing International Financial Reporting Standards (IFRS). Reported assets
on financial institutions balance sheets prepared in accordance with U.S. GAAP standards are not comparable to the reported
assets on financial institutions balance sheets prepared in accordance with IFRS. Therefore, the return on assets calculations
are not comparable.
Return on Common Equity
1
14%
11%
9%
7%
4%
5%
2%
Wells Fargo
Goldman Sachs
Bank of America
JPMorgan Chase
Citigroup
Deutsche Bank
Morgan Stanley
Barclays
HSBC 9%
1%
One-Year Total Shareholder Return
2
Three-Year Cumulative Total Shareholder Return
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1 Return on common equity is net income to common shareholders divided by average common equity.
2 Source: Third-party public databases and company websites reflecting home stock exchange listings (London Stock Exchange
for Barclays and HSBC; Frankfurt Brse for Deutsche Bank; New York Stock Exchange for all others). Total shareholder return
is the increase in share price over a period of time plus the dividends paid during such period, expressed as a percentage of
the share price at the beginning of such period. Total shareholder returns are presented consistently with the approach used
to calculate relative total shareholder return for Citis performance share units.
IV. Risk and Citis Incentive Compensation Programs
Citi fully appreciates its responsibility to assume risks that are prudent and well-understood, and to effectively
manage those risks to protect the franchise. Many features of our incentive compensation programs reduce the
potential for imprudent or excessive risk-taking that may undermine our business objectives.

Our Compensation Philosophy, approved by the Committee and available on Citis public
website, describes our commitment to managing risk. Management has received clear direction
from the Committee to award incentive compensation consistently with risk management
principles.

The Chief Risk Officer meets twice annually with the Committee to review risk levels
and trends across the Company, as well as incentive compensation frameworks at the senior
executive level and throughout the Company. The Chief Risk Officer has reviewed the key
terms of Citis overall compensation framework to help ensure that, consistent with Citis
Compensation Philosophy, compensation is aligned with long-term performance in a manner
that does not encourage imprudent or excessive risk-taking.

The new framework used to determine incentive compensation for the named executive
officers for 2013 explicitly and implicitly adjusts incentive awards for risk. The new
structured framework for determining named executive officer incentive compensation takes risk
into account by including risk-adjusted financial metrics in the array of each executives financial
goals. Risk management performance, including effectiveness of the control environment, has
also been included in the non-financial goals. Finally, the Committee evaluates risk outcomes
at the end of the process and takes adverse risk outcomes into account when determining
compensation.

Annual incentive awards to covered employees, including the named executive officers,
have clawbacks and other provisions intended to discourage imprudent or excessive
risk-taking. Through a systematic annual process, Citi identifies the inherent material risks to
the firm and its material business units, then identifies employees with influence over those risks
as covered employees, as defined in applicable bank regulatory guidance. The compensation
structure for covered employees, including the named executive officers, includes substantial
deferrals and clawbacks intended to cover a range of behaviors, as described on pages 67-68. In
addition, starting with awards granted in February 2014 for performance in 2013, Citi adopted a
new provision allowing cancellation of unvested performance share units and unvested deferred
cash awards in a broader range of circumstances, as described on page 68. Furthermore,
performance-based vesting criteria are a part of all deferred incentive compensation awarded to
covered employees.

An assessment of risk management behaviors is taken into account in determining the
aggregate amount of annual incentive compensation. For individual covered employees
(several hundred of the most senior employees at Citi), Citi established an annual control
function review process in which the control functions (Compliance, Finance, Independent
Risk, Internal Audit, and Legal) provide an evaluation of each covered employees risk behaviors.
The process is designed to evaluate current behavior and attitudes towards risk. The rating from
the control function review process informs and influences the covered employees performance
review conducted by the employees manager, and the results of the process are reported
to the Committee. We believe that over the three years this process has been in effect, the
annual control function review process has improved awareness of the importance of risk-taking
behaviors, and has resulted in the strengthening of Citis risk culture.

The named executive officers other than Mr. Corbat were evaluated on risk behaviors by Citis
control functions through this annual control function review process, and Mr. Corbat was
assessed on risk behaviors by the Committee with input from the control functions. These
reviews resulted in positive ratings or assessments on risk behaviors for the named executive
officers. The positive ratings were not determinative of the size of the annual incentive awards
for 2013, as a positive rating on risk behaviors is an expected element of job performance
in senior executive roles. A negative risk rating on risk behaviors would have resulted in the
reduction or elimination of incentive compensation awarded for 2013.

Citis other incentive compensation plans are administered through a strong governance
process. Management continues to analyze, monitor, and mitigate risk in compensation plans
throughout Citi, not just the plans that cover senior managers. Citi also has a formal incentive
plan governance model to ensure that any new incentive compensation plans are consistent with
global standards and do not incentivize imprudent or excessive risk-taking.
V. Overview of Compensation
Annual Compensation
The following is a summary of the compensation approved by the Committee for performance in 2013:
1 2 3 4 5
Name
Base Salary
(Reported in the
Summary
Compensation
Table for 2013)
Cash Bonus
(Reported in
the Summary
Compensation
Table for 2013)
Deferred Stock
(Reportable in
the Summary
Compensation
Table for 2014)
Performance Share
Units (Reportable in
the Summary
Compensation
Table for 2014)
Annual
Compensation
for 2013
(Sum of
Columns 1-4)
Michael Corbat $1,500,000 $5,200,000 $3,900,000 $3,900,000 $14,500,000
John Gerspach $ 500,000 $2,800,000 $2,100,000 $2,100,000 $ 7,500,000
James Forese $ 475,000 $5,410,000 $4,057,500 $4,057,500 $14,000,000
Brian Leach $ 500,000 $3,400,000 $2,550,000 $2,550,000 $ 9,000,000
Manuel Medina-Mora $ 546,966 $3,581,214 $2,685,910 $2,685,910 $ 9,500,000
The performance share units referenced in the above table will be reportable in the 2014 Summary
Compensation Table; the amounts actually reported in the future table for the performance share units are
expected to be approximately (but not exactly) the same as the above amounts due to SEC rules which
require reporting in the Summary Compensation Table based on financial accounting valuations.
Legacy Retention Plans
The 2013 Summary Compensation Table includes payments awarded under Citis legacy retention
programs the Key Employee Profit Sharing Plan and the Key Risk Employee Plan. Like other multi-year
deferred compensation awards, the payments made in 2013 and 2014 under these programs were made
under the terms of award decisions made by the Committee in past years. Each named executive officer
received one Key Employee Profit Sharing Plan or Key Risk Employee Plan award, either in 2010 or 2011,
and will not receive future awards under these programs. The following is a summary of current and
expected future payments under the Key Employee Profit Sharing Plan and the Key Risk Employee Plan:
Name
Year Award
was Granted
Amount Reported
in 2013 Summary
Compensation Table
Amount Reportable
in 2014 Summary
Compensation Table
Amount Reportable
in 2015 Summary
Compensation Table
Michael Corbat 2010 $2,297,049 $ 0 $0
John Gerspach 2011 $1,669,598 $ 0 $0
James Forese 2011 $5,394,091 $ 0 $0
Brian Leach 2010 $6,049,794 $3,033,047 $0
Manuel Medina-Mora 2011 $2,568,611 $ 0 $0
Both the Key Employee Profit Sharing Plan and the Key Risk Employee Plan were part of a unified retention
initiative that was established to retain key leaders during and immediately after the financial crisis, as
explained in more detail on pages 65-67. Employees in the Independent Risk function were excluded from
the Key Employee Profit Sharing Plan and participated in a separate retention plan to avoid a potential conflict of
interest, as the Chief Risk Officer participated in determinations of whether payouts could be made under the
Key Employee Profit Sharing Plan.
Under both plans, an initial payment of approximately two-thirds of the award was paid as of January 20, 2013
and the remaining third was paid as of January 20, 2014. However, the reporting of payments under the plans in
the Summary Compensation Table differs because the performance periods of the plans are different.

The two performance periods for the Key Employee Profit Sharing Plan ended on December 31,
2012 and December 31, 2013 because Citi performance was measured over periods ending on
those dates. As a result, the Key Employee Profit Sharing Plan awards have been reported in the
Summary Compensation Tables for 2012 and 2013.

The two performance periods for the Key Risk Employee Plan ended on January 20, 2013 and
January 20, 2014 because employment through those dates was required to earn the award
and no other performance metric was a component of the Key Risk Employee Plan. Accordingly,
the Key Risk Employee Plan awards have been reported or will be reportable in the Summary
Compensation Tables for 2013 and 2014.
The tables on this page are not intended to be substitutes for the reporting of compensation in accordance with
SEC rules as shown in the 2013 Summary Compensation Table.
Citis Executive Compensation Framework
Named executive officer incentive compensation for performance in 2013 was awarded using a
five-step process:

Step 1: Determine goals and weightings. Financial and non-financial 2013 performance goals
were developed for each of the named executive officers during the first quarter of 2013 and
were approved by the Committee in April. The relative weightings of the goals were established
then as well. The financial goals were based on our annual budget and three-year strategic plan,
which also drove year-end 2015 targets for key financial metrics announced publicly in March
2013. The named executive officers who are business unit leaders had some financial goals based
on Citigroup performance and others on business unit performance. Non-financial goals for each
named executive officer reflected a uniform expectation of strong risk management and control
practices, as well as strategic considerations tailored to each named executive officers role.

Step 2: Calculate performance ratings. After the end of the year, the executives performance
against each goal was assessed and a performance rating developed for each goal. In accordance
with the relative weightings established early in the year, financial goal ratings were averaged and
weighted 70%, while non-financial goal ratings were averaged and weighted 30%, in arriving at
an overall performance rating for each named executive officer. The Committee rated the CEOs
performance, while the Committee and the CEO rated the performance of the other named
executive officers.

Step 3: Review estimates of market pay ranges. The Committee reviewed market surveys
of compensation ranges, including estimates of median compensation ranges, for each named
executive officer role. The surveys were conducted by third party firms using parameters specified
by management, and the results were reviewed by the Committees independent compensation
consultant. The range of market pay for each executive was estimated based on historic pay at
peer firms and updated based on information disclosed by the peer group and general market
trend information released by the survey firms. Citis peer group is Bank of America, Barclays,
Deutsche Bank, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, and Wells Fargo.
This peer group was unchanged from last year and is the same peer group used to determine
relative total shareholder return for Citis performance share unit program.

Step 4: Link performance to pay. The Committee applied the overall performance rating for
each named executive officer to the estimated range of market compensation for the respective
role. By applying the rating to the range, Citis framework results in a preliminary compensation
amount that is above estimated market median to the extent that an executive has a stronger
performance rating, and below estimated market median to the extent that an executive has a
weaker performance rating.

Step 5: Finalize preliminary pay amounts. The Committee considered the results produced
by the first four steps to ensure that incentive compensation awards were consistent with events
as they occurred during the year. The Committee then adjusted the preliminary awards through
the exercise of prudent judgment, as required by our framework, to take into account three
principal factors:

The Committee evaluated operating results by considering the degree of difficulty in

achieving those results, which was influenced by global macroeconomic conditions.

The Committee considered adverse risk outcomes and the executive leadership role in
establishing the strength of the control environment within a business or function when
determining the final incentive compensation awards, and adjusted compensation awards
downward if appropriate.

The Committee also considered the unique position of Citis legacy assets that have
diminished relative shareholder returns. In making awards for performance in 2013, the
Committee sought to reward managements delivery of strong operating results based
on important strategic decisions for the long-term benefit of stakeholders, while also
recognizing that incentive compensation awarded to senior-most management cannot
ignore current returns to shareholders.
Citis Executive Compensation Framework At-A-Glance
1 2 4 3 5
1 to 5
30%
of Average
Financial Goal
Rating (1 to 5)
of Average Non-
Financial Goal
Rating (1 to 5)
Overall
Performance
Rating
+
=
$
Final Pay
Decision
Committee
Review
S
e
t

G
o
a
l
s
Calculate Performance Ratings
Estimate Market Pay
Link Performance to Pay
Finalize Preliminary
Pay Amounts
Overall
Performance
Rating

1
2
3
>50
th
50
th
<50
th
4
5
Estimated
Market Pay
Percentile
70%
Glossary of Objective Metrics
Citis new framework depends on the consistent evaluation of Company performance as measured by
a few key objective metrics. We explain below what those metrics are, why they are important and, as
applicable, how they are calculated.
1
We also explain the reasons for the use of some non-GAAP metrics
along with the reconciliation to GAAP on Annex B of this Proxy Statement.
CCAR refers to the Federal Reserve Boards annual Comprehensive Capital Analysis and Review.
CCAR is an important regulatory supervisory mechanism for assessing the capital adequacy of banks
including, among other things, ensuring that banks have sufficient capital to continue to provide key
financial services under adverse economic and financial market scenarios. Banks may not return capital
to shareholders or take other capital actions unless the Federal Reserve Board indicates that it has no
objection to a banks capital plan, including its requested capital actions.
Deferred Tax Assets or DTAs represent the accumulated tax benefits on Citis Consolidated Balance
Sheet resulting from losses in prior years that Citi expects to use to offset tax liabilities on future profits.
These assets are excluded to some extent from the calculation of a banks regulatory capital. This has
the effect of limiting the amount of capital that a bank can deploy in its core banking business or can
return to shareholders. Large DTAs mean that a bank must retain higher amounts of capital, thereby
making higher returns harder to achieve. Reductions in DTAs are therefore important because the
reductions have the effect of making more capital usable either in Citis businesses or for return to Citis
shareholders, and thus reducing the drag on results.
Efficiency Ratio is total operating expenses divided by total revenues (net of interest expense). Core
Efficiency Ratio is Efficiency Ratio, excluding CVA/DVA and revenues and expenses from the impact
of the acquisition of Best Buys U.S. credit card portfolio. This ratio generally compares the cost of
generating revenue to the amount of revenue generated. A lower cost is preferable to a higher cost in
generating the same amount of revenue, and therefore, a lower efficiency ratio is generally better than a
higher one. This metric encourages management to consider the costs of generating additional revenue
instead of simply maximizing revenue, and can be used on a relative basis to identify which businesses
are managed better than others.
Income from Continuing Operations Before Taxes is revenues minus expenses and cost of credit,
before taxes and discontinued operations. Core Income from Continuing Operations Before Taxes is
Income from Continuing Operations Before Taxes, excluding CVA/DVA
2
, revenues from the acquisition
of Best Buys U.S. credit card portfolio, and certain loan loss reserve releases.
1 As used throughout this Compensation Discussion and Analysis, Core Efficiency Ratio, Core Income from Continuing
Operations Before Taxes, Core Net Income, Return on Basel III Capital, Return on Tangible Common Equity (Core),
and Risk Appetite Ratio are non-GAAP financial measures. For additional information, please see Annex B to this
Proxy Statement.
2 CVA/DVA is credit valuation adjustments (CVA) on derivatives (counterparty and own-credit), net of hedges, and debt
valuation adjustments (DVA) on Citigroups fair value option debt.
We use the Citicorp Core Efficiency Ratio as a measure of Company performance as Citicorp represents
Citis core franchises and thus focuses management on expense management and productivity
initiatives within these core businesses.
Net Income is the Companys after-tax profits. Core Net Income is Citis Income from Continuing
Operations Before Taxes, less the provision for income taxes and other adjustments shown on Annex B.
Core Net Income is an element of the metrics that measure returns; these metrics broadly measure the
extent to which Citis assets or capital generate profits.
Return on Assets is Net Income divided by average total assets as determined under GAAP. This
metric is included in the executive scorecards of those named executive officers who did not receive
performance share units last year; the performance share units include average return on assets as
a performance metric, so the inclusion of Return on Assets was intended to equalize performance
measures across the named executive officers.
Return on Basel III Capital is the ratio of Core Net Income to Citis estimated Basel III Capital. Basel III
Capital is calculated at 9.5% of Citis estimated Basel III average risk-weighted assets, as 9.5% is Citis
target Basel III Tier 1 Common Ratio. The risk-weighting process for assets attributes higher weights to
perceived riskier assets, so a perceived riskier asset base will generate lower returns, all else being equal.
Return on Tangible Common Equity (Core) compares Core Net Income minus preferred dividends
to Citis equity attributable to common shareholders, excluding intangible assets such as goodwill.
Management views this metric as an appropriate indication of the long-term potential of Citis operating
businesses to deliver long-term value to shareholders because it excludes Citis large intangible assets.
Risk Appetite Ratio is the ratio between the earnings of a business, including expected losses (defined
as Core Revenues minus Core Expenses minus expected losses) (the numerator) and the stress losses
of Citi or the applicable business segment under a 1-in-10 year stress scenario (the denominator), as
shown on Annex B. Citi or the business should produce sufficient earnings each year, so that it does not
lose money under a moderate stress event. As long as the relationship is higher than 1-to-1, then Citi or
the business passes the Risk Appetite Ratio test.
Reading the Scorecards
We use charts in our discussion of the performance of the named executive officers to illustrate how
operating results compared to our business plan. The colors in the chart are intended to signify relative
performance as follows:
Signifies that the result met
plan or was above plan by
10% or less.
Signifies that the result was
5% or less below plan.
more than 5% and 10% or
less below plan.
more than 10% below plan.
The financial results shown on the following pages include the impact of the fraud in Banco Nacional de
Mexico (Banamex), a Citi subsidiary in Mexico, which led to the adjustment of previously announced financial
results. The Committee made its decisions regarding compensation for performance in 2013, including
the incentive awards to the named executive officers, prior to February 20, 2014, when Citi first learned of
the fraud. The Committee met again after final 2013 results were available and after Citi had commenced
a comprehensive review of the fraud, and in view of the minimal impact of the adjustment on the financial
metrics used in performance evaluations and the early stage of the review, the Committee did not change
awards to the named executive officers for 2013 performance. However, as results of the ongoing review
become available, the Committee and Citi will evaluate whether the events that led to the adjustment
should result in reductions in compensation for 2014 and/or clawbacks of compensation previously awarded
to any affected employee throughout the Company. Already, compensation expense associated with a
Banamex variable compensation plan has been reduced by $40 million as a direct result of the adjustment.
Citi will continue to respond forcefully by coordinating with law enforcement, pursuing recovery of the
misappropriated funds, and seeking accountability for anyone involved, as our review proceeds.
CEO: 2013 Results
Michael Corbat has been CEO of Citi since October 2012. He assumed this role after serving in various
positions at Citi for nearly 30 years. In his previous role as Citis CEO of the Europe, Middle East, and Africa
region, he oversaw all of Citis business operations in the region, including consumer banking, corporate
and investment banking, securities and trading, and private banking services. Previously, Mr. Corbat served
as the CEO of Citi Holdings and as the CEO of Citis Global Wealth Management unit, among other roles.
Category Financial Metric (Glossary on Pages 54-55) 2013 Result
1
Profitability Citigroup Core Income from Continuing Operations Before Taxes $16.9 billion
Expense Management Citicorp Core Efficiency Ratio 58.9%
Use of Capital Citigroup Return on Tangible Common Equity (Core) 8.2%
Risk Citigroup Return on Basel III Capital 12.1%
Citicorp Risk Appetite Ratio 117%
The Committees quantitative assessment of Mr. Corbats performance was based 70 percent on the
Companys achievement of financial goals that were set by the Committee early in 2013. The financial
goals selected by the Committee measure different elements of financial performance that together
provide a well-rounded view of Company performance, and the 2013 results of those financial metrics
together demonstrate that Citis operating results exceeded or approximately met the business plan set at
the start of the year. Returns on capital, whether measured through Return on Tangible Common Equity
(Core) or Return on Basel III Capital, were better than planned, as Core Net Income, the numerator of
both metrics, was strong during 2013. Citicorps Risk Appetite Ratio was in well excess of 100%, which
indicates that overall, Citicorps current businesses have calibrated their risk taking relative to their gross
earnings power and their expense base and are exceeding the potential losses arising from a moderate
stress event with their net earnings generation. Company-wide revenues were somewhat less than
planned given global economic conditions that evolved during 2013, and as a result, Core Efficiency Ratio
and Core Income from Continuing Operations Before Taxes were slightly below plan. Nonetheless, the
Company made progress on expense reductions through productivity initiatives developed and led by Mr.
Corbat, which contributed to the relatively strong Efficiency Ratio as compared to peer companies, as
shown on page 48.
The Committees quantitative assessment was based 30 percent on the achievement of four non-financial
goals that were also established early in the year, as summarized in the chart that follows.
Non-Financial Goal Result Highlights (Glossary on Pages 54-55)
Set strategic direction Mr. Corbat endorsed the Companys existing strategic direction, but stressed that improving
the execution of that strategy was imperative. Improving productivity across the Company
and improved financial results in Citi Holdings were critical outcomes of the emphasis on
execution. Mr. Corbat led the successful repositioning actions announced in the fourth quarter
of 2012, which contributed to the reduction in Citis operating expenses in 2013. The sense of
accountability for, and ownership of, productivity and simplification initiatives improved across
businesses, regions, and functions and within senior leadership.
(chart continued on next page)
1 As used throughout this Proxy Statement, Core Efficiency Ratio, Core Income from Continuing Operations Before Taxes,
Return on Tangible Common Equity (Core), Return on Basel III Capital, and Risk Appetite Ratio are non-GAAP financial
measures. For a reconciliation of these metrics to the most directly comparable GAAP measures, please see Annex B of this
Proxy Statement.
Set strategic direction
(continued)
The progress made in the wind-down of Citi Holdings was also noted. Reducing losses in Citi
Holdings improves the operating performance of Citigroup overall, and continuing to reduce
Citi Holdings assets improves the overall firms risk profile. The Citi Holdings adjusted net loss
declined by 49% year-over-year; Citi Holdings assets declined by 25%, and now represent
approximately 6% of Citi's total assets.
1
Citi was also able to resolve important legacy Citi Holdings legal issues during 2013, including
entering into agreements with Fannie Mae and Freddie Mac relating to residential mortgage
representation and warranty repurchase matters.
Strong risk and controls
management
Mr. Corbat significantly accelerated the Companys initiatives to improve risk outcomes
and controls, although additional work remains to be done. He made important efforts to
establish forward progress with our regulators, resulting in no objection to Citis 2013 CCAR
submission.
Strong personnel management Mr. Corbat improved the succession plans for the roles that directly report to him, as
well as other critical roles across the Company. Employee engagement and satisfaction
were maintained at an already high level as measured by objective surveys. He also
drove management to focus on efforts to reduce unwanted attrition, through professional
development initiatives across the firm.
Enhance relations with external
stakeholders, including
shareholders
Mr. Corbat made very significant efforts to improve relations with external stakeholders globally,
including meetings and other regular communications with clients, investors, regulators, and
government officials throughout the world. He maintained regular client contact by visiting
53 cities and holding on average 54 client meetings per month. He led investor outreach by
conducting numerous investor meetings and presenting at two investor conferences. He also
held frequent meetings with U.S. regulators and met with regulators or central bank officials in
12 other countries as well as governmental officials in 20 countries.
The objective performance rating produced by the 70 percent/30 percent weighting of the financial and
non-financial results was consistent with an incentive compensation award well above the estimated
market median for the CEO role. In finalizing the incentive award to Mr. Corbat, the Committee considered
events that occurred during 2013 consistent with the qualitative review that is part of Citis compensation
framework. Those events included the Companys much improved financial performance in 2013 as
compared to 2012, as demonstrated by a range of metrics, including those on the chart on page 46,
while the global macroeconomic environment remained challenging. Despite Mr. Corbats strong overall
performance during his first full year as CEO, the Committee used its judgment to reduce the final award
from the preliminary range indicated by the objective performance rating to an award that was below
estimated market median. The Committee determined that a higher award would be inconsistent with
Citis progress to date in executing its long-term goal to deliver enhanced returns to shareholders, on both
an absolute and relative basis.
In making this decision, the Committee also reviewed a range of appropriate increases in compensation
considering the fact that Mr. Corbat was CEO only for the last 2 months of 2012. Mr. Corbats
$14.5 million in annual compensation for 2013 represents a 26% increase over Mr. Corbats 2012 annual
compensation of $11.5 million. The increase in compensation reflects a full year of strong performance
as CEO.
1 Excluding the 2012 pretax loss of $4.7 billion ($2.9 billion after-tax) related to the Morgan Stanley Smith Barney joint venture,
$77 million ($49 million after-tax) of repositioning charges in the fourth quarter of 2012 and CVA/DVA (positive $3 million
in 2013 compared to positive $157 million in 2012), Citi Holdings adjusted net loss of $1.9 billion in 2013 compared to an
adjusted net loss of $3.7 billion in 2012.
CFO: 2013 Results
John Gerspach has been Chief Financial Officer of Citi since July 2009. He is responsible for the financial
management of the Company and also leads Citis expense management initiatives.
The Committees quantitative assessment of Mr. Gerspachs performance was based 70 percent on the
achievement of Company-wide financial goals that also appeared in Mr. Corbats scorecard and were
assessed similarly for Mr. Corbat and Mr. Gerspach. In addition, the Committee noted the success of
Finance function productivity and expense management initiatives.
goals that were established early in the year, as summarized in the chart below:
Facilitate prudent use of Citis balance sheet Mr. Gerspach demonstrated leadership in driving the prudent use of Citis
balance sheet, as demonstrated by the reduction in Citigroup average
GAAP assets by 1% from 2012 to 2013 and the success of other measures
designed to improve the quality of assets on Citis balance sheet.
Strong risk and controls management In addition to participation in the successful 2013 CCAR submission, the
Finance function led the development of new management performance
scorecards. These scorecards, which are used to manage businesses
and in the performance evaluation of hundreds of senior managers, are
expected to drive consistent and measurable performance across the firm.
Improve Deferred Tax Assets utilization Excellent project management by Mr. Gerspach and Mr. Leach contributed
to a much improved utilization of Citigroups Deferred Tax Assets in 2013.
Enhance operational efficiency The Finance function achieved significant expense reductions through
extensive productivity initiatives that were based on standardizing
numerous financial processes throughout the Company. Finance focused
on developing single systems and data sources as a means to improve
controls as well as reduce costs.
non-financial results was consistent with an incentive compensation award above the estimated market
median for the CFO role. Taking into account the objective performance rating, the Committees award
reflects its view of an appropriate increase over Mr. Gerspachs prior year compensation, to move his
compensation closer to the estimated market median for the CFO role. The Committees judgment
resulted in a final award that remained below the estimated market median.
Institutional Clients Group CEO: 2013 Results
James Forese has been Co-President of Citi and CEO of the Institutional Clients Group (ICG) since
January 2013. ICG businesses include fixed income and equity sales and trading, foreign exchange, prime
brokerage, equity and fixed income research, corporate lending, investment banking and advisory services,
private banking, cash management, trade finance, and securities services.
ICG Core Income from Continuing Operations Before Taxes $13.9 billion
ICG Core Efficiency Ratio 58.7%
Citigroup Return on Assets 0.73%
ICG Return on Assets 0.89%
ICG Return on Basel III Capital 18.0%
ICG Risk Appetite Ratio 174%
The Committees quantitative assessment of Mr. Foreses performance was based 70 percent on the
achievement of financial goals that were set by the Committee early in 2013. His performance on most
financial metrics was evaluated on the basis of both Company-wide and ICG results, consistent with his
roles as Co-President of Citi and CEO of ICG. Mr. Foreses financial performance rating was based on
the relatively strong performance by ICG in delivering 2013 operating results. ICG revenues, like Citigroup
revenues, were slightly less than planned given the global economic environment and global trends that
affected capital markets activity across the industry. Accordingly, ICG operating results were, in general,
slightly below but approximately in line with plan.
Non-Financial Goal Result Highlights
Strategic focus on less capital-intensive businesses,
consistent with Volcker Rule requirements and dual
focus on Return on Assets and earnings
Mr. Foreses strategic goals were largely realized. Over time, the ICG
businesses are expected to migrate towards a less capital-intensive
business model, consistent with evolving regulatory requirements and
a renewed focus on risk adjusted returns. The less capital-intensive
businesses within ICG showed improvement over 2012 results.
Strong risk and controls management Mr. Forese continued to show leadership on control matters, holding
appropriate managers accountable for control failures identified in 2013,
as expected by the Committee. ICG controls showed some improvement
in 2013, as measured by objective progress on remediation of identified
issues and reductions in operational losses, although additional
remediation will continue throughout 2014.
(chart continued on next page)
Improve business integration Mr. Forese made significant strides in better integrating and connecting
the various businesses within ICG. He also de-layered and simplified the
ICG management structure. ICGs improvements in market share in several
of its businesses are objective measures of these initiatives.
Enhance operational efficiency ICG demonstrated improvements in operating efficiency and expense
management. Importantly, Mr. Forese streamlined and integrated Operations
and Technology into the ICG businesses, which reduced direct costs, thereby
enabling reinvestments of cost savings into enhanced technology.
non-financial results was consistent with an incentive compensation award above the estimated market
median for Mr. Foreses role. In making the incentive compensation award to Mr. Forese, the Committee
considered the size and complexity of ICGs businesses and ICGs relatively strong overall operating results
in light of the continued industry-wide challenges. The Committee noted that ICG 2013 financial metrics
showed important improvement over 2012 results, while also reflecting uncertain market conditions.
Despite Mr. Foreses strong overall performance rating and results, the Committee used its judgment
to reduce his final award from the preliminary amount indicated by the objective performance rating,
consistent with its view that relative total shareholder returns should be reflected in senior-most executive
compensation awards. Mr. Foreses final award remained above estimated market median, consistent with
his strong performance.
Head of Franchise Risk and Strategy: 2013 Results
Brian Leach has been Head of Franchise Risk and Strategy since January 2013. In this capacity, he
oversees Citis Risk, Internal Audit, Compliance, and Strategy functions. He assumed this role after serving
as Citis Chief Risk Officer since March 2008.
Citigroup Return on Assets 0.73%
The Committees quantitative assessment of Mr. Leachs performance was based 70 percent on the
achievement of Company-wide financial goals that were assessed similarly for Mr. Corbat and Mr. Leach.
The Committee noted that consistent with Citis focus on bank safety and soundness, Mr. Leach executed
a well-managed resource and expense allocation process within Franchise Risk and Strategy, while
thoughtfully enhancing staffing in critical control functions.
Regulatory expectations The processes and systems development led by Mr. Leach contributed
to Citis progress on regulatory issues in 2013. Strong management
facilitated the timely completion of projects necessary to meet regulatory
expectations. Mr. Leach has continued to develop and add to Citis talent
base in the Compliance, Internal Audit, and Risk functions.
Strong risk and controls management The no objection to Citis 2013 CCAR submission was a success for the
firm in the risk and controls area. The CCAR capital plan process included
a number of enhancements, including strengthened model validation,
documentation and stress loss forecasting, as well as a stronger link with
the financial forecasting process.
Improve Deferred Tax Assets utilization Excellent project management by Mr. Leach and Mr. Gerspach contributed
to a much improved utilization of Citigroups Deferred Tax Assets in 2013.
Drive improved risk management throughout Citi by
implementing risk self-assessment tool
Under Mr. Leachs sponsorship, the Managers Control Assessment (MCA)
process has been fully implemented across Citi.
The objective performance rating produced by the 70 percent/30 percent weighting of the financial
and non-financial results was consistent with an incentive compensation award above the estimated
market median for Mr. Leachs role. Despite Mr. Leachs strong overall performance rating and results,
the Committee used its judgment to reduce his final award from the preliminary amount indicated by
the objective performance rating, consistent with its view that relative total shareholder returns should
be reflected in senior-most executive compensation awards. Mr. Leachs final award remained above
estimated market median, consistent with his performance and the scope of his role.
Global Consumer Banking CEO: 2013 Results
Manuel Medina-Mora is Co-President of Citi and CEO of Global Consumer Banking (GCB). GCB consists of
Citis four geographical Regional Consumer Banking businesses that provide traditional banking services to
retail customers through retail banking, commercial banking, Citi-branded cards, and Citi retail services. Mr.
Medina-Mora also oversees Citis franchise in Mexico.
GCB Core Income from Continuing Operations Before Taxes $9.6 billion
GCB Core Efficiency Ratio 54.0%
GCB Return on Basel III Capital 25.9%
GCB Risk Appetite Ratio 218%
The Committees quantitative assessment of Mr. Medina-Moras performance was based 70 percent on
the achievement of financial goals. His performance on most financial metrics was evaluated on the basis
of both Company-wide and GCB results, consistent with his role as Co-President of Citi and CEO of GCB.
In awarding incentive compensation to Mr. Medina-Mora, the Committee considered GCBs difficulties
meeting plan in light of the challenging environment. Industry-wide headwinds, particularly lower mortgage
refinancing revenues due to a significant decline in U.S. mortgage refinancing activity, generally offset
organic growth. Mr. Medina-Mora leads a global banking business that continues to make progress and
execute on its strategy. GCBs revenues have remained stable since 2010 as revenues at our key global
and U.S. competitors have declined. Over the last three years, GCB operating efficiency improved slightly,
as the operating efficiency ratios at many of our key competitors have been stable or become worse. GCB
Net Income has increased significantly since 2010 and, even in the current challenging environment, 2013
GCB Core Income from Continuing Operations Before Taxes increased 1% over 2012.
The Committees quantitative assessment was based 30 percent on the achievement of five non-financial
Improve customer experience Mr. Medina-Mora led GCBs efforts to improve brand preference
ratings and net promoter scores, and GCB is on track to develop a value
proposition benchmark.
Strong risk and controls management Although strong remediation measures are under way, the incentive award
reflects consideration of leadership accountability for disclosed control
issues that were identified in 2013, including in Banamex USA.
Roll out unified global customer platform and drive
other operating efficiencies
Mr. Medina-Mora drove GCBs progress on the multi-year rollout of a
common global technology platform. Mr. Medina-Mora helped create
organizational efficiencies by integrating the Operations and Technology
group supporting GCB into the businesses, although more work remains to
be done to complete the integration.
Develop improved multi-channel distribution
network with focus on top cities
Mr. Medina-Mora focused GCB on achieving desired branch location status
(opening some branches and closing others) and has focused spending in
key markets; development of digital markets is also in progress.
Enhance credit card and digital payments franchises Under Mr. Medina-Moras leadership, GCB increased the number of
countries on global digital platforms, and progress was made on product
portfolio simplification.
non-financial results was consistent with an incentive compensation award within the range of estimated
market median for Mr. Medina-Moras role. The Committee decided on an award that was within that range,
taking into account all of the relevant factors, including a recognition of relative total shareholder return. The
Committee also considered the complexity of Mr. Medina-Moras roles and the size and continued global
strength of Citis GCB businesses.
Form and Structure of Incentive Awards for Performance in 2013
The Committee awarded 40% of named executive officer incentive compensation for performance in
2013 as an immediately payable cash bonus, 30% in deferred stock under Citis Capital Accumulation
Program, and 30% in performance share units (for a total deferral of 60%). This structure is the same as
the structure last year.
In determining the percentages to award as current and deferred compensation, the Committee considered
applicable regulatory requirements and guidelines for deferral, noting that a 60% deferral rate for senior
executives is required in many countries outside the U.S. Our structure links 100% of each named
executive officers deferral to the value of Citi common stock, providing strong alignment with long-term
shareholder interests.
Deferred Stock Awards
The Committee awarded deferred stock under Citis Capital Accumulation Program to the named executive
officers as 30% of their incentive compensation for 2013. The awards vest ratably over a four-year
period, and an additional performance-based vesting condition also applies to these awards that allows
for cancellation of future vestings in the event of losses. If Citigroup has pre-tax losses in any year of the
deferral period, the portion of the deferred stock award that is scheduled to vest in the year following the
loss year will be reduced by 20%, or if greater, by a fraction, the numerator of which is the amount of the
pre-tax loss, and the denominator of which is the highest level of annual pre-tax profit for Citigroup in the
three years immediately preceding the loss year. These awards have the same terms as the deferred stock
awarded in February 2013 to named executive officers under the Capital Accumulation Program.
EXAMPLE: The following example illustrates a deferred stock award made in February 2014 of
10,000 shares to a named executive officer. The example shows how the portion of this award that is
scheduled to vest in January 2015 2,500 shares would be affected, assuming the following pre-tax
profit (loss) history for Citigroup.
Scheduled
vesting date
Pre-tax profit (loss) for Citigroup (in millions)

Highest pre-tax profit in
prior three years 2014 2013 2012 2011
January 2015 ($500) $19,497 $7,825 $14,722 $19,497
Please note: The profit amounts for 2011, 2012, and 2013 in the example are derived from current
publicly reported financial information. The pre-tax loss amount for 2014 in the example is a hypothetical
assumption for illustrative purposes only.
Because of the hypothetical pre-tax loss in 2014, the portion scheduled to vest in January 2015 would
be reduced by 20%. As a result, 500 shares of the 2,500 that were scheduled to vest would be
cancelled (500 = 20% of 2,500).
The deferred stock awards, like all deferred incentive awards granted by Citi, remain subject to cancellation
pursuant to the Citi Clawbacks, as described on page 68.
Deferred stock awards are subject to the provisions of the Capital Accumulation Program in the event of
termination of employment, as described on page 74.
Performance Share Unit Awards
Last year, Citi introduced performance share units as part of its multiple
enhancements to the objective elements of Citis compensation
framework. These awards represent 30% of the named executive
officers annual incentive compensation for 2013. The performance
share units are delivered at the end of a three-year performance period
only to the extent that Citi achieves pre-determined objective goals over
that period.
Performance share units are performance-sensitive in four important
respects. First, the initial award opportunity is based on prior-year
performance. Once granted, the number of performance share units
earned, if any, is based on performance against the objective metrics
over the three-year performance period. The value of the earned
performance share units is based on changes in Citis common stock
price that occur over the three-year period. Finally, the awards are
subject to clawbacks, as described on pages 67-68.
The target number of performance share units awarded to the
executives is the amount of their annual incentive allocated to the performance share unit program divided
by the average of the closing Citi stock prices for the five trading days immediately preceding the grant
date. The performance share units will be earned according to the following schedule relating to Citis
average return on assets and relative total shareholder return over the three-year period.
Metric: average return on assets Less than 0.65% 0.65% 0.85% 1.0% or more
Metric: relative total shareholder
return (percentile) Lower than 25
th
25
th
50
th
75
th
or greater
% of target performance share
units earned
No award regardless of
outcome of other metric 0% 100% 150%
Why did Citi select relative
total shareholder return
and average return on
assets as the metrics for the
performance share units?
These metrics measure
improvements in relative
returns to shareholders and in
Citis operating performance.
The Committee believes that
these metrics are the most
relevant objective measures
of overall improvements in
performance at this point in
Citis evolution.
Performance against each metric will be weighted equally to provide a balanced focus on each metric;
however, the program has a minimum performance threshold. If Citis average return on assets is less than
0.65% or Citis total shareholder return is lower than the 25
th
percentile, then no performance share units
will be earned at the end of the three-year performance period, regardless of the outcome of the other
metric. Citis average return on assets for 2013 as calculated for purposes of the performance share unit
program is 0.74% below the average return on assets target of 0.85% thereby requiring management
to improve performance to earn the full award.
Performance between the thresholds in the table above will be determined by straight-line interpolation,
based on equal weighting of each metric, to avoid encouraging imprudent risk-taking through artificial cliffs
in the design of the performance share units.
Example: If Citi has an average return on assets of 0.75% and is at the 50
th
percentile in relative total
shareholder return, the executives will receive 75% of the target performance share units, which
assigns equal weight to performance against the return on assets metric (50% performance) and the
total shareholder return metric (100% performance).
Final results under the performance share unit metrics are determined
after the end of the three-year performance period. Average return
on assets for this purpose is generally defined as the average, for
2014, 2015 and 2016, of Citigroups net income (loss) excluding credit
valuation adjustments/debt valuation adjustments divided by Citigroup
average assets. Relative total shareholder return under the program will
be determined at the end of 2016 by comparing Citis total shareholder
return from January 1, 2014 through December 31, 2016 to those of its
peers. The peer group for determining relative total shareholder return
is Bank of America, Barclays, Deutsche Bank, Goldman Sachs, HSBC,
JPMorgan Chase, Morgan Stanley, and Wells Fargo. The peer group
has not changed since last year and was selected because the group
includes Citis principal global business competitors and competitors for
investor capital. In the event of extraordinary items such as corporate restructurings, the Committee has
the authority to make adjustments in return on assets, relative total shareholder return, and the peer group,
to the extent required to implement the intent of the awards.
After the end of the performance period, the number of earned performance share units will be multiplied by
the average of the closing Citi stock prices for the five trading days immediately preceding the vesting date, and
the resulting value will be paid in cash. This feature has the effect of rewarding executives based on changes in
the price of Citi common stock, which is another element of alignment with shareholder returns, while limiting
shareholder dilution.
Dividend equivalents will be accrued and paid on the number of earned performance share units at the end
of the three-year performance period; dividend equivalents on performance share units that are not earned
will be forfeited.
The performance share units are subject to the full range of clawbacks described on pages 67-68, including
cancellation if the Committee finds that the executive had significant responsibility for a material adverse
outcome.
Performance share units have the same provisions in the event of termination of employment applicable to
Citis incentive programs generally, as described on page 74.
What has changed for this
years performance share
units?
Consistent with our goal of
continuous improvement,
the minimum average return
on assets necessary to earn
any units has increased from
0.60% to 0.65% for this
years awards.
Status of Previously Awarded Performance Share Units
Performance share units granted in February 2013 will be earned at the end of 2015 based on
relative total shareholder return and Citigroup average return on assets from January 1, 2013 through
December 31, 2015, without regard to the status of the metrics at year-end 2013 or 2014. We are
nonetheless disclosing the interim status of the awards at December 31, 2013. The table below shows
the percentage of the target award that would be earned as of December 31, 2015 if the relative total
shareholder return and Citigroup average return on assets for 2013 remained constant throughout the
three-year performance period and all other conditions to vesting are satisfied.

Interim Status at
December 31, 2013
Interpolated Percentage of
Award for Each Metric Percentage of Target Award
Relative Total Shareholder Return 46.43
rd
percentile 85.7%
>
70.85%

Citigroup Average Return on Assets
1
0.74% 56.0%
1
Average return on assets is calculated as the average of Citis quarterly returns on assets, which is the Companys reported
GAAP net income for a quarter excluding credit valuation adjustments/debt valuation adjustments divided by the number of
calendar days in the quarter multiplied by the number of calendar days in the given year, divided by Citis average daily GAAP
assets during the quarter.
VI. Legacy Retention Plans
In 2010 and 2011, the Committee authorized awards under the Key Employee Profit Sharing Plan to a group
of key senior executives, including Mr. Corbat, Mr. Gerspach, Mr. Forese, and Mr. Medina-Mora. As the
Chief Risk Officer responsible for recommending whether payouts could be made under the Key Employee
Profit Sharing Plan, Mr. Leach was ineligible for the Key Employee Profit Sharing Plan. Instead, he received
a retention award under the Key Risk Employee Plan. Final payments under both programs were made as
of January 20, 2014; no awards were made under these programs after 2011 and none will be made in
the future.
Rationale for the Retention Programs
The Key Employee Profit Sharing Plan was designed starting in 2009 and formally announced in mid-
2010 as a critically necessary program to retain key members of the Citi management team in a time of
substantial uncertainty, as demonstrated by Citis acceptance of extraordinary governmental assistance.
The Committee and management believed that these retention programs, covering a core group of
executives and offering substantial forward-looking incentives, were essential to the survival of the Citi
franchise, as important executives were resigning from Citi to work at competitors. These programs helped
retain Citis key leaders, including the current CEO and all of the other 2013 named executive officers, who
enabled Citi to return to sustained profitability.
The Key Employee Profit Sharing Plan was designed to exclude employees in the Independent Risk
function to avoid conflicts of interest, as the Chief Risk Officer participated in the determination of whether
payouts would be made under that plan. The Chief Risk Officer was required to determine whether there
had been a material adverse change in the risk profiles of Citigroup or Citibank, N.A. during any of the
plans performance periods; had such a material adverse change occurred, no payout would have been
made under the Key Employee Profit Sharing Plan. As a strong Independent Risk function was critical to
Citis future, a parallel program was developed for employees in that function, including Mr. Leach, with
payments that were not dependent on risk-taking outcomes. Participants received payments under the Key
Risk Employee Plan if they remained employed at Citi through the applicable payment dates in 2013 and
2014.
Summary of the Key Employee Profit Sharing Plan
In addition to retaining key talent, the Key Employee Profit Sharing Plan awards were intended to focus
participants on enhancing the earnings of Citicorp, and therefore, were in the form of a share of pre-tax
Citicorp earnings. Each participant received payments based on a specified percentage of the cumulative
pre-tax income of Citicorp for the applicable performance period. The initial two-thirds of each participants
award was paid as of January 20, 2013, and the remaining one-third (the holdback amount) was paid as of
January 20, 2014, when vesting conditions were satisfied.
The percentages awarded to each participant were intended to deliver, over the multi-year performance
periods, an amount that varied by individual executive, but in many cases could have been an amount equal
to one years annual incentive award, had Citicorp earned $71.3 billion in cumulative pre-tax income in
2010-2012 (in the case of the 2010 awards) and $45.1 billion in 2011-2012 (in the case of the 2011 awards).
Citicorp ultimately earned $54.5 billion and $34.6 billion over those periods, respectively, such that the Key
Employee Profit Sharing Plan awards delivered less to executives than could have been anticipated. The
Key Employee Profit Sharing Plan delivered about 76% of the total value that could have been delivered
had Citicorp produced earnings at the planned levels.
The holdback payment was intended to discourage actions during the performance periods that could
have resulted in artificial short-term earnings increases and therefore, was to be reduced pro rata to the
extent of any Citicorp pre-tax losses for 2013. Because Citicorp did not have pre-tax losses for 2013, the
holdback amounts were paid as of January 20, 2014 along with notional interest equal to the 90-day, U.S.
dollar-based LIBOR from January 1, 2013 through December 31, 2013.
Both the initial payment and the holdback payment were subject to cancellation if the Committee, in
consultation with Citis Chief Risk Officer, had determined that there was a material adverse change in the
risk profile of Citigroup or Citibank, N.A. during the performance periods ending in 2012, or during 2013
before the distribution of the holdback payment. As part of the process of making the final payments, the
Committee and the Chief Risk Officer determined that there had not been a material adverse change in the
risk profiles of Citigroup and Citibank, N.A. during the applicable periods ending in 2012 and 2013.
Summary of the Key Risk Employee Plan
Awards under the Key Risk Employee Plan also varied by participant, and were intended to deliver, over the
2010-2014 service period, a fixed dollar amount calculated as of the award date that was determined with
reference to one years annual incentive award. Key Risk Employee Plan awards were paid two-thirds as of
January 20, 2013 and one-third as of January 20, 2014, and participants had to be employed on each such
payment date to receive each portion of their award. As described in more detail on page 52, the portion
of the award that was paid in 2014 will appear in the 2014 Summary Compensation Table if Mr. Leach is a
named executive officer next year.
The retention awards made to key executives in the Independent Risk function were of particular importance
to the franchise. Mr. Leach became Citis Chief Risk Officer in March 2008 and has led the extensive efforts
that were required to build information systems and an Independent Risk function that would enable Citi to
better understand market, credit, liquidity, operational and other risks across businesses and geographies.
Consistent leadership of this effort has been critical to achieving the important milestones described in the
chart that follows.
2008 2009 2010 2011 2012 2013
Overhaul of risk
management team
Developed new
risk management
principles
Citi-wide stress
testing implemented
Revised Institutional
Clients Group and
real estate risk
limits and
implemented
new Consumer
underwriting
criteria

Risk appetite
framework adopted
by the Independent
Risk function and
the businesses
Improved Citis
Value at Risk (VaR)
framework
Created process
to aggregate and
analyze single name
credit exposure
globally
Standardized
global policies and
procedures for
managing sales and
suitability risks for
retail investment
products sold to
or developed for
individual investors

Capital assessment
process formalized
and Internal
Capital Adequacy
Assessment
Process (ICAAP)
implemented
Commenced
inclusion of ratings
by Independent
Risk in performance
evaluations of senior
executives
Refined ability to
assess risk at the
country level

Fundamental Credit
Review process
established to
enhance credit
practices across
the Company, and
provide forward-
looking insights on
Citibanks credit
portfolios
Enterprise Risk
Management
team established
to centralize
management of
operational risk
across the company

Integration of
Comprehensive
CCAR, ICAAP and
other regulatory
stress testing
requirements
into a single Capital
Plan
RCAST initiative
launched, to develop
a technology
platform that would
support internal and
regulatory stress
testing model
In partnership
with Human
Resources and other
control functions,
automation
and expansion
of the annual
control function
performance
review process

Creation of
Franchise Risk and
Strategy function
Creation of
centralized approach
to assessing and
validating risk
associated with
the use of financial
models at Citi
Fully implemented
the Managers
Control Assessment
(MCA) process
across Citi
Included the Risk
Appetite metric
on management
scorecards

VII. Citis Additional Executive Compensation Policies
Citi has strong executive compensation governance practices, as set forth below.
Citi has a 75% stock ownership commitment. Citi has a long-standing stock ownership commitment,
which provides alignment of executive and shareholder interests. Executive officers are required to retain at
least 75% of the equity awarded to them as incentive compensation (other than cash equivalents and net
of amounts required to pay taxes and option exercise prices) as long as they are executive officers.
Citi has adopted a post-employment stock holding requirement. In addition to the stock ownership
commitment, executive officers are required to retain, for one year after ceasing to be an executive officer
as a result of leaving Citi employment or otherwise, 50% of the shares subject to the stock ownership
commitment as of the transition date. This requirement is responsive to proposals Citi has received
in recent years from shareholders and further aligns the interests of executive officers with those of
shareholders.
Citi has adopted blanket anti-hedging and anti-pledging policies. Citi has long had a personal trading
policy that limits trading by management and other employees in Citi stock. In 2012, Citi strengthened this
policy by adopting a blanket prohibition against hedging and pledging of Citi stock by executive officers,
meaning that the hedging of any Citi security against the risk of economic loss and the pledging of any Citi
security as collateral for a loan or other extension of credit is prohibited. The expanded policy is included in
Citis Corporate Governance Guidelines. The executive officers have no outstanding pledges or hedges.
Clawbacks and performance-based vesting conditions are applicable to executive incentive
compensation. Unearned performance share units awarded to the named executive officers may be
cancelled if the Committee determines that the executive has significant responsibility for a material
adverse outcome. This provision is intended to allow for cancellation of unearned performance share
units in the event of serious financial or reputational harm to Citi and may apply to the employee directly
responsible for the actions as well as one who fails to appropriately supervise such employee.
This provision, allowing cancellation of nonvested awards in the event of significant responsibility for a
material adverse outcome, is also a term of all deferred cash awards for 2013 performance to covered
employees as defined in U.S. bank regulatory guidance. At a minimum Citi will consider the potential for
impact on performance share units and deferred cash awards if there is an annual pre-tax loss at any of the
following three reportable financial segments: Citigroup (the entire company), Global Consumer Banking,
and Institutional Clients Group. Citi will also consider making public disclosures whenever a decision
has been made to cancel deferred compensation payable to a senior executive because he or she had
significant responsibility for a material adverse outcome.
Citi introduced an additional clawback for performance share units and deferred cash awards granted
in February 2014 for 2013 performance. Under this new clawback, called the General Clawback, the
Committee may cancel all or a portion of an unearned performance share unit or an unvested deferred
cash award if it determines that an employee engaged in misconduct or exercised materially imprudent
judgment that caused harm to any of Citis business operations, or that resulted or could result in regulatory
sanctions. The Committee may also cancel awards if an employee failed to supervise individuals who
engaged in such behavior or failed to properly escalate such behavior.
In addition, all deferred incentive compensation awarded to any Citi employee, including the named
executive officers, is subject to the Citi Clawbacks. The Citi Clawbacks require the forfeiture or cancellation
of nonvested incentive compensation when the Committee determines that an employee (a) received
an award based on materially inaccurate publicly reported financial statements, (b) knowingly engaged in
providing materially inaccurate information relating to publicly reported financial statements, (c) materially
violated any risk limits established or revised by senior management and/or risk management, or (d)
engaged in gross misconduct. Citi may also seek to recover previously delivered compensation, where
permitted by law.
Furthermore, and as part of the Citi Clawbacks, since 2002, the Board has had in effect a clawback
policy based upon Sarbanes-Oxley. Citis Corporate Governance Guidelines require reimbursement, as
sought by the Board, of any bonus or incentive compensation awarded to an executive officer or the
cancellation of nonvested incentive awards previously granted to the executive officer if: (a) the amount
of the bonus or incentive compensation was calculated based upon the achievement of certain financial
results that were subsequently the subject of a restatement, (b) the executive engaged in intentional
misconduct that caused or partially caused the need for the restatement, and (c) the amount of the bonus
or incentive compensation that would have been awarded to the executive had the financial results been
properly reported would have been lower than the amount actually awarded.
Citis publicly available compensation philosophy articulates clear guiding principles. Our
executive compensation programs are intended to achieve four equally important major objectives:
(a) align compensation to shareholder interests; (b) attract and retain the best talent to lead Citi to success;
(c) manage risks to Citi by encouraging prudent decision-making; and (d) implement evolving regulatory
guidance. These objectives are the foundation of Citis Compensation Philosophy, which is available on
Citis public website at www.citigroup.com/citi/investor/corporate_governance.html.
Citi limits executive benefits and perquisites. Citi does not provide for special medical, dental,
insurance or disability benefits for executives; in the U.S. executives pay more for these benefits than
lower-paid employees. None of the named executive officers received other perquisites, such as private
club dues reimbursement or financial planning benefits.
Citi has no tax gross-ups. Citi does not allow tax gross-ups, either directly or indirectly, for any of the
named executive officers or other executive officers, except through bona fide tax equalization programs
for expatriates as provided under Citis Expatriate Program.
Citi does not offer supplemental executive retirement plans. Citi does not have special pension
credits or benefits for executives. Citis plans do not provide for current benefit accruals under nonqualified
executive retirement programs except to specified grandfathered and expatriate populations. None of the
named executive officers were eligible for additional benefit accruals under any of these supplemental
plans in 2013, although Mr. Gerspach is eligible for certain grandfathered benefits that were frozen as of
December 31, 2001.
A change in control of Citigroup Inc. does not accelerate vesting. Citis shareholder-approved 2009
Stock Incentive Plan, which is the only plan under which stock awards are currently made to executive
officers, provides that no awards made under that plan may be paid solely as a result of a change in control
of Citi; a related involuntary termination of employment must also occur (the double trigger provision).
The proposed 2014 Stock Incentive Plan also includes a similar double trigger provision.
In 2013, the Committee adopted a resolution affirming that no deferred incentive award to executive
officers will vest solely by reason of a change in control of Citigroup Inc. The resolution applies to future
awards, and to outstanding awards to the extent permissible. The intent of the resolution is for such a
change in control to have no impact on the applicable awards.
Citi has no golden parachutes. The named executive officers are not entitled to any golden
parachutes (i.e., severance pay) upon termination of employment in excess of any benefit that may be
available under Citis broad-based separation pay plans or local law. Performance share units and deferred
stock awards under the Capital Accumulation Program do not allow accelerated vesting and/or delivery of
awards in the event of involuntary termination of employment. As a result, terminated executives are at risk
for clawbacks and changes in Citis common stock price to the same extent as current executives.
Citi has a specific policy limiting the terms of employment agreements with executive
officers. Citi will enter into an employment agreement with an executive officer only when necessary to
attract or retain exceptional personnel. Any employment agreement with an executive officer (a) must be
approved by the Committee; (b) should be as short as possible and provide as few terms and conditions
as are necessary to accomplish its purpose; and (c) if required by law to be available for public review,
must be filed promptly with the appropriate regulatory authority. In addition, employment agreements with
executive officers may not provide for post-retirement personal benefits of a kind not generally available to
employees or retirees, except with the express prior approval of the Board. At the present time, Citi has no
such agreements providing for post-retirement personal benefits with any executive officer.
The Committee relies on an independent compensation consultant. The Committee charter provides
that its compensation determinations regarding the CEO and other executive officers should reflect
the advice of an independent compensation consultant. The Committee has retained an independent
compensation consultant since 2006, and currently, Cook & Co. is the Committees independent
adviser. Cook & Co. provides no services to Citi other than its services to the Board, has no other ties
to management that could jeopardize its fully independent status, and has strong internal governance
policies that help ensure that it maintains its independence. Cook & Co. reports directly to, and is directly
accountable to, the Committee. The Committee has the sole authority to retain, terminate, and obtain the
advice of Cook & Co. at Citis expense. Representatives of Cook & Co. attended all Committee meetings
during 2013, including executive sessions as requested, and consulted frequently with the Chairman
of the Committee between meetings. Cook & Co. provided extensive guidance and analysis regarding
the Committees and the Boards responses to the 2012 and 2013 advisory say-on-pay votes, attended
meetings with proxy advisory firms, offered market insights, and provided advice to the Committee on
changes to Citis executive compensation plan design and the presentation of its programs to shareholders.
Cook & Co. was paid $337,853 for 2013.
The Committee conducts a formal assessment of the independence of Cook & Co. at least annually. In
performing the annual assessment of compensation adviser independence, the Committee considers
various factors bearing on adviser independence, including the nature and amount of work performed for
the Committee during the year, the nature of any unrelated services performed for Citi, the amount of
fees paid for those services in relation to the firms total revenues, the advisers policies and procedures
designed to prevent conflicts of interest, and the existence of any business or personal relationship that
could impact the advisers independence. Cook & Co. annually prepares an independence letter to assist
the Committee with information the Committee is required to consider when assessing independence.
Pursuant to SEC and NYSE rules, the Committee assessed the independence of Cook & Co. most recently
in February 2014 and determined that Cook & Co. is independent from Citi management and that its work
for the Committee has not raised any conflicts of interest.
Dividend equivalents. Under the 2009 Stock Incentive Plan and the proposed 2014 Stock Incentive Plan
described in Proposal 4 of this Proxy Statement, dividend equivalents are not paid during the vesting period
of performance vesting stock, such that dividend equivalents are paid in respect of these awards only if and
when the underlying shares vest. The same practice applies to performance share units, such that dividend
equivalents are paid with respect to the units only if and when the units are earned and delivered at the
end of the performance period. All stock awards granted to executive officers for performance in 2013 are
awards of performance vesting stock. Where dividend equivalents are paid, the dividend rate is the same
for the named executive officers as for other shareholders. This practice is consistent with and furthers the
goal of aligning the interests of employees with those of shareholders.
Tax deductibility of the named executive officers incentive compensation. In 2011, shareholders
approved the 2011 Executive Performance Plan, a performance plan intended to preserve the deductibility
of incentive compensation paid to the named executive officers that might otherwise not be deductible
under Section 162(m) of the Code. Annual incentive awards for 2013 are awarded under the 2011
Executive Performance Plan, which specifies a maximum amount that can be awarded to a participant for
any year based on Citicorp earnings, i.e., Citigroups income from continuing operations before income
taxes (net of any income or loss from continuing operations before income taxes of Citi Holdings). The
amount of annual incentive actually awarded for the year, however, is determined by the Committee,
applying the compensation framework described above in this Compensation Discussion and Analysis
and subject to the condition that the Company may pay less (but not more) than the maximum. For 2013,
the Committee certified the maximum amount payable under the 2011 Executive Performance Plan
as $45.7 million per executive (0.2% of Citicorp earnings) and exercised its discretion to award lesser
amounts under the plan. While Citi seeks to preserve deductibility of compensation paid to the named
executive officers to the extent permitted by law, Citi retains the flexibility to provide nondeductible
compensation arrangements it believes are necessary to recruit, incentivize, and retain its executives, and
individuals may in some circumstances receive nondeductible payments resulting from awards made prior
to becoming an executive officer. Mr. Corbats salary is not deductible to the extent it exceeds $1,000,000.
Timing of awards. The incentive awards to the named executive officers for performance in 2013 were
granted on February 18, 2014, which was the grant date for equity awards made to all eligible employees
under Citis Capital Accumulation Program. The timing of the grant date is consistent with the procedures
for establishing grant dates approved by the Committee in 2012.
The number of shares of deferred stock awarded to each employee receiving a deferred stock award was
determined consistently with Citis long-standing practice of dividing the nominal amount of the incentive
to be awarded in stock by a five-day average stock price. The average of the closing prices of Citi common
stock on the five trading days immediately prior to the February 18, 2014 grant date was used to determine
the number of shares awarded to the named executive officers and all other eligible employees under the
Capital Accumulation Program. The same pricing approach was also used to determine the target number
of shares for the performance share units.
Policies and practices on base pay and other fixed compensation. Citi believes that most
compensation payable to executive officers should be at risk to incentivize performance. At the same
time, the payment of cash compensation reflects the need to provide some liquidity to attract and retain
executives, and base pay should reflect market practice.
2013 Summary Compensation Table and Compensation Information
The following table shows compensation for any person serving as CEO or CFO during 2013 and Citis
three other most highly compensated executive officers, with their titles in effect on December 31, 2013.
The form and content of the table are prescribed by SEC regulations.
Name and
Principal Position
(1)
Year
Salary
($)
Bonus
($)
(2)
Stock
Awards
($)
(3)
Stock
Options
($)
(4)
Non-Equity
Incentive Plan
Compensation
($)
(5)

Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings ($)
(6)
All Other
Compensation
($)
(7)
Total ($)
Michael Corbat
CEO
2013 $1,500,000 $5,200,000 $7,915,912 $ 0 $2,923,069 $ 3,838 $ 15,300 $17,558,119
2012 $1,049,188 $2,090,162 $2,250,000 $ 0 $5,217,414 $ 4,215 $1,766,529 $12,377,508
2011 $ 500,000 $3,000,000 $5,100,000 $2,039,836 $ 0 $ 4,116 $ 14,700 $10,658,652
John Gerspach
CFO
2013 $ 500,000 $2,800,000 $3,893,076 $ 0 $2,128,679 $ 0 $ 15,300 $ 9,337,055
2012 $ 500,000 $2,600,000 $1,650,000 $ 0 $3,796,375 $ 79,033 $ 15,000 $ 8,640,408
2011 $ 500,000 $2,200,000 $2,333,333 $2,039,836 $ 0 $ 73,047 $ 14,700 $ 7,160,916
James Forese
(8)

Co-President, Citi;
CEO, Institutional
Clients Group
2013 $ 475,000 $5,410,000 $4,057,500 $ 0 $7,574,988 $ 3,510 $ 15,300 $17,536,298
Brian Leach
(8)

Head of Franchise
Risk and Strategy
2013 $ 500,000 $9,449,794
(9)
$2,550,000 $ 0 $1,407,339 $ 0 $ 15,300 $13,922,433
2012 $ 500,000 $3,400,000 $2,550,000 $ 0 $ 720,481 $ 0 $ 15,000 $ 7,185,481
2011 $ 500,000 $3,400,000 $5,400,000 $2,039,836 $ 0 $ 0 $ 14,700 $11,354,536
Manuel Medina-Mora
Co-President, Citi;
CEO, Global Consumer
Banking; Chairman, Mexico
2013 $ 546,966
(10)
$3,581,214 $6,489,965 $ 0 $3,394,405 $ 0 $ 0 $14,012,550
2012 $ 546,966 $4,181,214 $2,852,650 $ 0 $5,967,649 $1,583,395 $ 0 $15,131,874
2011 $ 546,966 $4,181,214 $3,998,939 $2,719,781 $ 0 $ 0 $ 0 $11,446,900
(1) The principal position for each named executive officer is the position he held on December 31, 2013.
(2) Amounts in this column show cash bonuses for service in the listed year, with the exception of the 2013 bonus amount for
Mr. Leach as described in more detail under footnote 9 to this Summary Compensation Table.
(3) The amounts in this column for 2013 are the aggregate grant date fair values of instruments treated as equity awards granted
in February 2013 for performance in 2012. The values in this column represent the aggregate grant date fair values of the
awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.
The assumptions made, if any, when calculating the amounts in this column for the awards are found in footnote 7 to the
Consolidated Financial Statements of Citigroup Inc. and its Subsidiaries, as filed with the SEC on Form 10-K for 2013. Set
forth below is a table showing which equity-based awards are included in the amount reported as Stock Awards in the 2013
Summary Compensation Table:
EU Short Term Award
for Performance in 2012
Granted in 2013
Capital Accumulation
Program (Deferred
Stock) Award for
Performance in 2012
Granted in 2013
Performance Share Unit
Awards for Performance
in 2012 Granted in 2013 Total
Michael Corbat $ 2,090,162 $3,135,244 $2,690,506 $7,915,912
John Gerspach $1,950,000 $1,943,076 $3,893,076
James Forese $4,057,500 $4,057,500
Brian Leach $2,550,000 $2,550,000
Manuel Medina-Mora $3,250,754 $3,239,211 $6,489,965
The amounts reported in the above table for the performance share units are different from the nominal amount of the awards
made by the Committee for performance in 2012. The nominal amount of the award is divided by the Citi common stock price
as determined on the grant date, yielding a number of performance share units. Those units are then valued at the grant date
under applicable accounting principles, which take into account the probable outcome of the performance conditions. Such
grant date fair value is then reported in the Summary Compensation Table for the year of grant. The nominal amounts of the
performance share units for Mr. Gerspach and Mr. Medina-Mora are approximately the same as the grant date fair value of
the awards for financial accounting purposes, and take into account the currency exchange impact on Mr. Medina-Moras
awards. The award to Mr. Corbat has a lesser grant date fair value than nominal value due to the more restrictive structure
imposed under U.K. regulatory authority. The maximum number of performance share units for Mr. Corbat was limited to
100% of the target award pursuant to U.K. regulatory requirements. Mr. Corbats awards for performance in 2013 and future
years will not be subject to this limitation as his awards will not be subject to U.K. regulatory requirements. Mr. Corbat was
based in London as CEO of the Europe, Middle East, and Africa region for most of 2012 and accordingly, the structure of his
compensation for 2012 was subject to the U.K. requirements.
The values of the performance share units at the grant date assuming that the highest level of performance conditions are
achieved are: Mr. Corbat, $3,135,244; Mr. Gerspach, $2,925,000; and Mr. Medina-Mora, $4,876,131.
The EU Short-Term Award was a cash-settled equity instrument comprising half of Mr. Corbats immediately payable bonus
for 2012, pursuant to U.K. regulatory requirements. Under the required structure, half of Mr. Corbats immediate bonus for
2012 was granted on February 19, 2013 as a fully vested stock equivalent instrument that was subject to transfer restrictions
until August 19, 2013, and the remaining half was delivered in cash and reported in the Summary Compensation Table
last year.
Stock awards granted in 2012 to the named executive officers were granted under the Capital Accumulation Program.
Stock awards granted in 2011 to Mr. Corbat and Mr. Leach were granted under the Capital Accumulation Program and to
Mr. Gerspach and Mr. Medina-Mora under the Long Term Restricted Stock Program.
(4) The values in this column represent the aggregate grant date fair values of the awards computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made when calculating the
amounts in this column for 2011 awards are found in footnote 7 to the Consolidated Financial Statements of Citigroup Inc. and
its Subsidiaries, as filed with the SEC on Form 10-K for 2013. Options reported in this column were part of the February 2011
Executive Option Grant. This one-time grant was a retention award made to key members of Citi management.
(5) Set forth below is a breakdown of the amount reported as Non-Equity Incentive Plan Compensation for 2013. The amount
includes: a portion of the deferred cash award made in January 2012 for performance in 2011, notional interest on that
deferred cash award, a portion of the deferred cash award made in February 2013 for performance in 2012, notional interest
on that deferred cash award, and the final payment under the Key Employee Profit Sharing Plan:
Name
Reportable
Portion of
January 2012
Deferred Cash
Award
Earnings on
January 2012
Deferred Cash
Award
Reportable
Portion of
February 2013
Deferred Cash
Award
Earnings on
February 2013
Deferred Cash
Award
Reportable
Portion of Key
Employee Profit
Sharing Plan
Award
Total Non-Equity
Incentive Plan
Amount Shown
in Summary
Compensation
Table
Michael Corbat $562,500 $ 63,520 $2,297,049 $2,923,069
John Gerspach $412,500 $ 46,581 $1,669,598 $2,128,679
James Forese $961,875 $108,619 $1,014,375 $96,028 $5,394,091 $7,574,988
Brian Leach $637,500 $ 71,989 $ 637,500 $60,350 $1,407,339
Manuel Medina-Mora $742,004 $ 83,790 $2,568,611 $3,394,405
(6) These amounts represent the increases in the present value of pension benefits for Mr. Corbat and Mr. Forese, as more fully
described in the Pension Benefits Table. The value of Mr. Gerspachs benefit under The Citigroup Pension Plan decreased
by ($4,458) and the value of his benefit under the Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates
decreased by ($7,080). The value of Mr. Medina-Moras benefit under the Banamex Pension Plan decreased by ($1,071,340)
and the value of his statutory seniority premium increased by $404. The decreases in the values of Mr. Gerspachs and
Mr. Medina-Moras pension benefits were primarily attributable to increases in the discount rate assumptions applicable
to the plans in which they participate. In accordance with SEC rules, aggregate decreases are reflected in the Summary
Compensation Table as $0 increases. The Banamex Pension Plan amounts are converted from pesos to U.S. dollars as of
year-end at the same conversion rate used to prepare Citis financial statements. The amount of each named executive officers
above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified was $0.
Mr. Leach is not eligible for pension benefits as he was hired after The Citigroup Pension Plan was closed to new members.
(7) Set forth below is a breakdown of All Other Compensation for 2013 (including personal benefits):
Name
Security
Services/
Systems
($)
Aircraft
($)
Ground
Transportation
($)
Financial
and Tax
Planning
($)
Medical
and Dental
Benefits
($)
401(k)
Plan
Matching
Contributions
($)
Tax
Reimbursement
Costs
($) Total ($)
Michael Corbat $0 $0 $0 $0 $0 $15,300 $0 $15,300
John Gerspach $0 $0 $0 $0 $0 $15,300 $0 $15,300
James Forese $0 $0 $0 $0 $0 $15,300 $0 $15,300
Brian Leach $0 $0 $0 $0 $0 $15,300 $0 $15,300
Manuel Medina-Mora $0 $0 $0 $0 $0 $ 0 $0 $ 0
Mr. Corbat, Mr. Gerspach, Mr. Forese, and Mr. Leach received 401(k) plan matching contributions pursuant to the formula
applicable to all eligible U.S. employees.
Mr. Corbat has entered into an Aircraft Time Sharing Agreement with Citiflight, Inc. (a subsidiary of Citigroup Inc.) that
permits him to reimburse Citi for the cost of his personal use of corporate aircraft in accordance with limits set forth in
Federal Aviation Regulation 91.501(d). Mr. Corbat has reimbursed Citi for the flights in an amount equal to or in excess of the
aggregate incremental cost.
(8) Compensation for Mr. Forese and Mr. Leach is presented in accordance with SEC rules. Compensation for Mr. Forese is
presented only for 2013, because he was not a named executive officer in 2011 or 2012. Mr. Leach is a named executive
officer for 2013 and was a named executive officer for 2011, and in accordance with SEC rules, his compensation is also
presented for 2012.
(9) This amount includes a Key Risk Employee Plan payment of $6,049,794 and a cash bonus for performance in 2013 of
$3,400,000.
(10) Mr. Medina-Moras base U.S. dollar salary is converted to Mexico pesos on a monthly basis using the exchange rate in effect
at the time of payment.
2013 Grants of Plan-Based Awards
The table below provides information regarding awards made by the Committee in 2013. The values shown
below for equity awards are each equity awards grant date fair value as determined under applicable
accounting standards.
All Other
Stock
Awards:
Number of
Shares of
Stock
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards ($)
Estimated Future Payouts
Under Non-Equity
Incentive
Plan Awards
(1)
Estimated Future Payouts
Under Equity
Incentive
Plan Awards
Name Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Michael Corbat 2/19/2013 0 71,365
(2)
71,365 $3,135,244
2/19/2013 0 71,365
(3)
71,365 $2,690,506
2/19/2013 47,677
(4)
$2,090,162
John Gerspach 2/19/2013 0 44,386
(2)
44,386 $1,950,000
2/19/2013 0 44,386
(3)
66,579 $1,943,076
James Forese 2/19/2013 0 92,358
(2)
92,358 $4,057,500
2/19/2013 $0 $4,343,861 $4,343,861
Brian Leach 2/19/2013 0 58,044
(2)
58,044 $2,550,000
2/19/2013 $0 $2,729,968 $2,729,968
Manuel Medina-Mora 2/19/2013 0 73,995
(2)
73,995 $3,250,754
2/19/2013 0 73,995
(3)
110,993 $3,239,211
(1) These awards were made under the Citigroup Deferred Cash Award Plan for performance in 2012. The amounts reported are the
notional principal amount of the awards, plus the maximum notional interest payable under the terms of the award. The notional
principal amounts of the awards are: Mr. Forese, $4,057,500; Mr. Leach, $2,550,000.
(2) These deferred stock awards were made under the 2009 Stock Incentive Plan as part of Citis Capital Accumulation Program.
(3) These awards are performance share units for performance in 2012. The maximum number of performance share units for
Mr. Corbat was limited to 100% of the target award pursuant to U.K. regulatory requirements. Mr. Corbats awards for performance
in 2013 and future years will not be subject to this limitation as his awards will not be subject to U.K. regulatory requirements.
(4) This award is a cash-settled equity instrument comprising half of Mr. Corbats immediately payable bonus for 2012, pursuant to
U.K. regulatory requirements.
General Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table
Set forth below is a discussion of the awards disclosed in the Summary Compensation Table and the Grants
of Plan-Based Awards Table, to the extent not described in the Compensation Discussion and Analysis.
Capital Accumulation Program; Rule of 60. Half of the deferred portion of the annual incentive award
for 2013, 2012, and 2011 was awarded to each named executive officer in February 2014, February 2013,
and January 2012, respectively, under the Capital Accumulation Program. The awards for 2012 performance
are shown above in the Grants of Plan-Based Awards Table. Shares of Citi common stock awarded under
the Capital Accumulation Program vest in four equal annual installments beginning on January 20 of the
year following the year of grant, subject to the additional performance-based vesting condition described
on pages 62-63 for awards granted in 2014 and 2013. Furthermore, nonvested shares remain subject to
fluctuations in Citis common stock price as well as the Citi Clawbacks, as described on page 68. Capital
Accumulation Program awards have special provisions applicable to employees who meet the Rule of
60 at the time of termination of employment. A participant meets the Rule of 60 if his or her age plus full
years of service equal at least 60 and he or she either (a) is at least age 50 with at least five full years of
service, or (b) is under age 50 with at least 20 full years of service. Partial years of age and service are each
rounded down to the nearest whole number. If a participant meets the Rule of 60 and voluntarily terminates
his or her employment, the participants Capital Accumulation Program shares will be distributed to the
participant on the regularly scheduled vesting dates, provided that during the vesting period, he or she does
not work for a significant competitor as defined under Capital Accumulation Program terms. In contrast,
if a participant does not meet the Rule of 60, upon voluntary resignation, Capital Accumulation Program
shares are forfeited. Capital Accumulation Program awards provide for accelerated vesting in the event of
a participants death but provide for vesting on schedule in all other cases (except termination for gross
misconduct, in which case the awards are forfeited). All of the named executive officers have satisfied the
Rule of 60.
Mr. Corbat was based in London as CEO of the Europe, Middle East, and Africa region for the first 9
months of 2012, and accordingly, the structure of his compensation for 2012 was subject to U.K. regulatory
requirements. His Capital Accumulation Program award for 2012 performance and his performance share
units granted for 2012 performance are therefore subject to an additional clawback pursuant to U.K.
regulatory requirements. Under this clawback, unvested awards may be cancelled if the employee engages
in misconduct or commits material error, or his or her business unit suffers a material downturn in financial
performance or a material failure of risk management.
Performance Share Units. Half of the deferred portion of the annual incentive award for 2012 was
awarded to Mr. Corbat, Mr. Gerspach, and Mr. Medina-Mora in February 2013 as performance share
units, as shown in the Grants of Plan-Based Awards Table. Key terms of Citis performance share unit
program are generally described on pages 63-65; however, the maximum number of performance share
units for Mr. Corbat was limited to 100% of the target award pursuant to U.K. regulatory requirements.
Mr. Corbats awards for performance in 2013 and future years will not be subject to this limitation as
his awards will not be subject to U.K. regulatory requirements. Performance share units have the same
provisions covering termination of employment as those applicable to Citis incentive programs generally,
including provisions for the Rule of 60. Because each named executive officer meets the Rule of 60, each
will receive his earned performance share units unless: (a) he voluntarily resigns during the performance
period and performs services for a competitor, or (b) he is terminated for gross misconduct (in which
case the undelivered award is cancelled). If a named executive officer resigns and competes, at the end
of the performance period he will forfeit a pro-rated performance share unit award, based on his service
during the performance period. For example, if a named executive officer resigns after the first year of the
performance period to work for a competitor, he will receive one-third of the earned performance share
units after the end of the three-year performance period and the other two-thirds will be forfeited.
2012 Deferred Cash Award Plan. Half of the deferred portion of the annual incentive award for 2012
was awarded to Mr. Forese and Mr. Leach in February 2013 under the Deferred Cash Award Plan, also
as shown in the Grants of Plan-Based Awards Table. Mr. Forese and Mr. Leach received deferred cash
awards instead of performance share units for performance in 2012 because they were not named
executive officers last year. Deferred Cash Award Plan awards vest in four equal annual installments
beginning on January 20 of the year following the year of grant and remain subject to the Citi Clawbacks
during the vesting period. These awards are also subject to cancellation if the executive is determined to
have significant responsibility for a material adverse outcome, as described in more detail on pages 67-68.
The nonvested portion of the award earns notional interest at a rate of 2.84%, compounded annually. The
treatment of Deferred Cash Award Plan awards upon termination of employment is the same as Capital
Accumulation Program awards.
2011 Deferred Cash Award Plan. Half of the deferred portion of the annual incentive award for 2011 was
awarded to the named executive officers in January 2012 under the Deferred Cash Award Plan. These
Deferred Cash Award Plan awards also vest in four equal annual installments beginning on January 20 of
the year following the year of grant and remain subject to the Citi Clawbacks during the vesting period. An
additional performance-based vesting condition applies to the Deferred Cash Award Plan awards made
in January 2012 for performance in 2011. If Citi has pre-tax losses in any year of the deferral period, the
portion of the deferred cash award that is scheduled to vest in the year following the loss year will be
reduced by a fraction, the numerator of which is the amount of the pre-tax loss, and the denominator of
which is the highest level of annual pre-tax profit for Citi in the three years immediately prior to the loss
year. The nonvested portion of the award earns notional interest at a rate of 3.55%, compounded annually.
The treatment of Deferred Cash Award Plan awards upon termination of employment is the same as
Capital Accumulation Program awards.
Long Term Restricted Stock. Annual incentive awards for 2010 were made to Mr. Gerspach and
Mr. Medina-Mora in the form of long-term restricted stock, as required by the Emergency Economic
Stabilization Act of 2008, as amended. The Long Term Restricted Stock awards vested on January 20, 2014
as all performance and service conditions were satisfied. The Long Term Restricted Stock awards were
subject to the Citi Clawbacks, as described on page 68. As it is no longer restricted by the Emergency
Economic Stabilization Act of 2008, as amended, Citi does not intend to award Long Term Restricted Stock
in the future.
Outstanding Equity Awards at 2013 Fiscal Year-End
The market values in this table were computed using the closing price of a share of Citi common stock
on December 31, 2013, which was $52.11. The numbers of securities and values in this table and
throughout this proxy statement have been adjusted for the reverse stock split effective May 6, 2011.
SEC rules require the disclosure of all outstanding awards, although they may have been granted under
discontinued programs.
Option Awards Stock Awards
Name Grant Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(2)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
Market Value
of Shares or
Units of Stock
That Have
Not Vested ($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested ($)
Michael Corbat 2/14/2011 99,990
(3)
50,010 $ 49.10 2/14/2017
2/19/2013 71,365
(4)
$3,718,830
2/19/2013 51,990
(5)
$2,634,838
John Gerspach 1/18/2011 48,611
(6)
$2,533,119
2/14/2011 99,990
(3)
50,010 $ 49.10 2/14/2017
2/19/2013 44,386
(4)
$2,312,954
2/19/2013 32,336
(5)
$1,638,755
James Forese 1/14/2009 29,745
(7)
$106.10 1/14/2019
1/14/2009 29,745
(7)
$178.50 1/14/2019
1/18/2011 118,055
(6)
$6,151,846
2/14/2011 116,655
(3)
58,345 $ 49.10 2/14/2017
2/19/2013 92,358
(4)
$4,812,775
Brian Leach 1/14/2009 20,339
(7)
$106.10 1/14/2019
1/14/2009 20,339
(7)
$178.50 1/14/2019
2/14/2011 99,990
(3)
50,010 $ 49.10 2/14/2017
2/19/2013 58,044
(4)
$3,024,673
Manuel Medina-
Mora
1/22/2008 29,452
(8)
$244.50 1/22/2014
1/14/2009 25,423
(7)
$106.10 1/14/2019
1/14/2009 25,423
(7)
$178.50 1/14/2019
1/18/2011 83,311
(6)
$4,341,336
2/14/2011 133,320
(3)
66,680 $ 49.10 2/14/2017
2/19/2013 73,995
(4)
$3,855,879
2/19/2013 53,905
(5)
$2,731,919
(1) The options shown in this column are vested as of December 31, 2013.
(2) The options shown in this column are nonvested as of December 31, 2013.
(3) This option granted on February 14, 2011 vested in three equal annual installments beginning on February 14, 2012.
(4) This deferred stock award granted on February 19, 2013 vests in four equal annual installments beginning on January 20, 2014,
subject to a performance-based vesting condition.
(5) This performance share unit award granted on February 19, 2013 vests in three equal annual installments beginning on
January 20, 2014, subject to performance conditions. Mr. Corbats award vests in three equal annual installments beginning
on February 20, 2014, subject to performance conditions. The market value of these awards at year-end differs from the grant
date fair value of the awards due to changes in the price of Citi common stock from the grant date through year-end. In addition,
the table includes the value of performance share units assuming that relative total shareholder return, average return on assets,
and the Citi common stock price at December 31, 2013 remain constant through the end of the performance period in 2015.
(6) This stock award granted on January 18, 2011 vested on January 20, 2014. See Long Term Restricted Stock above.
(7) This option granted on January 14, 2009 vested in four equal annual installments beginning on January 14, 2010.
(8) This option granted on January 22, 2008 vested in four equal annual installments beginning on January 20, 2009.
Certain stock awards that are subject to a Rule of 60 provision and that are held by named executive
officers who attained the Rule of 60 before December 31, 2013 are considered to be fully vested for
purposes of these tables. Therefore, these awards are not shown as outstanding in the Outstanding
Equity Awards at Fiscal Year-End Table because that table discloses only nonvested stock awards. Instead,
these awards are included in the Nonqualified Deferred Compensation Table below with other vested
but undelivered deferred compensation. For a full discussion of the Rule of 60, see the discussion of the
Capital Accumulation Program; Rule of 60 above.
Option Exercises and Stock Vested in 2013
Option Awards Stock Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares
Acquired
on Vesting
(#)
Value Realized
on Vesting
($)
Michael Corbat 0 $0 47,677 $2,090,162
John Gerspach 0 $0 50,200 $2,076,933
James Forese 0 $0 80,508 $3,330,837
Brian Leach 0 $0 209,595 $9,223,542
Manuel Medina-Mora 0 $0 67,771 $2,803,859
The values shown above reflect the market value of Citi common stock as of the vesting dates occurring in
2013. These prices ranged from $41.37 to $46.04. For purposes of this table, stock is considered to vest
in 2013 if the stock is subject to a Rule of 60 provision and the named executive officer had attained the
Rule of 60 by the 2013 grant date or attained the Rule of 60 during 2013. Mr. Leach attained the Rule of
60 during 2013 and the other named executive officers had attained the Rule of 60 before 2013. For a full
discussion of the Rule of 60, see the discussion of the Capital Accumulation Program; Rule of 60 above.
2013 Pension Benefits
Name Plan Name
Number
of Years
Credited
Service
(#)
Present
Value of
Accumulated
Benefit
($)
(1)
Payments
During Last
Fiscal Year
($)
Michael Corbat The Citigroup Pension Plan 24.4 $ 100,448 $0
John Gerspach
(2)
The Citigroup Pension Plan
Supplemental ERISA Compensation Plan of
Citibank N.A. and Affiliates
(Pay Cap Plan)
17.7
11.7
$
$
401,416
262,441
$0
$0
James Forese The Citigroup Pension Plan 24.5 $ 91,326 $0
Brian Leach N/A N/A N/A N/A
Manuel Medina-Mora Banco Nacional de Mexico, S.A. Pension
Plan (Banamex Pension Plan)
Statutory Seniority Premium
42.2
42.2
$
$
6,031,168
7,803
$0
$0
(1) The material assumptions used in determining the present value of The Citigroup Pension Plan and Pay Cap Plan benefits
are (a) the Internal Revenue Service 2014 annuitant mortality table, (b) a discount rate of 4.75%, and (c) an interest crediting
rate on cash balance plan benefits of 3.75%. The material assumptions used in determining the present value of Banamex
Pension Plan benefits are (a) the EMSSAH 97 mortality table (set back three years) and (b) a discount rate of 8.80%. The plan
discount rates are the same as the year-end 2013 rates used to prepare footnote 8 to the Consolidated Financial Statements
of Citigroup Inc. and its Subsidiaries, as filed with the SEC on Form 10-K for 2013. The other assumptions are not required to
be stated in that footnote 8. The Banamex Pension Plan amounts are converted from Mexico pesos to U.S. dollars as of year-
end at the same conversion rate used to prepare Citis financial statements.
(2) Mr. Gerspach has more years of credited service under The Citigroup Pension Plan than under the Pay Cap Plan because
benefit accruals under the Pay Cap Plan ceased before benefit accruals under The Citigroup Pension Plan ceased.
Citis policy is that all executives should accrue retirement benefits on the same basis available to Citi
employees generally under Citis broad-based, tax-qualified retirement plans. Citi has not granted extra
years of credited service under any retirement plan to any of the named executive officers. Mr. Leach
is ineligible for pension benefits because he was hired after The Citigroup Pension Plan was closed to
new members.
The following describes the pension plans listed in the Pension Benefits Table.
The Citigroup Pension Plan. The purpose of this broad-based, tax-qualified retirement plan is to provide
retirement income on a tax-deferred basis to all eligible U.S. employees. Effective December 31, 2006,
The Citigroup Pension Plan was closed to new members and generally ceased benefit accruals effective
December 31, 2007. Mr. Corbat, Mr. Gerspach, and Mr. Forese are eligible for benefits under this plan.
Mr. Corbats and Mr. Foreses entire benefits are cash balance benefits and Mr. Gerspach accrued a cash
balance benefit from 2000 through 2007.
The Citigroup Pension Plan cash balance benefit is expressed as a hypothetical account balance. Prior
to January 1, 2008, the plan generally provided for the annual accrual of benefit credits for most of the
covered population, including the covered named executive officers, at a rate between 1.5% and 6%
of eligible compensation; the benefit credit rate increased with age and service. Eligible compensation
generally included base salary and incentive awards, but excluded compensation payable after termination
of employment, certain non-recurring payments, and other benefits. Annual eligible compensation was
limited by the Code to $225,000 for 2007 (the final year of cash balance benefit accrual). Interest credits
continue to be applied annually to each participants account balance; these credits are based on the yield
on 30-year Treasury bonds (as published by the Internal Revenue Service).
Prior to 2000, Mr. Gerspach accrued a benefit under the Citibank Retirement Plan formula, which is a
component of The Citigroup Pension Plan. That formula generally provided for an annual benefit of 2%
of annual average compensation per year of service for up to 30 years of credited service plus 0.75% of
average annual compensation for up to an additional five years of credited service, reduced by an offset
based on an estimated Social Security benefit. Annual compensation included base salary and excluded
bonus and incentive pay, and average annual compensation was the average of the five highest years
of annual compensation out of the final 10 annual computation periods. Annual compensation was also
subject to limits imposed by the Code.
Benefits under The Citigroup Pension Plan are payable in annuity form or in other optional forms. The
benefits of Mr. Corbat, Mr. Gerspach, and Mr. Forese are payable in lump sum form after termination of
employment; however, a portion of Mr. Corbats and Mr. Foreses benefit is not available as a lump sum
unless their employment with Citi terminates after they attain age 55 with at least 10 years of service.
The Citigroup Pension Plans normal retirement age is age 65. The portion of an eligible participants
benefit determined under the Citibank Retirement Plan formula may be paid upon early retirement, which
is defined for this purpose as the first day of the month after the later of the participants 55
th
birthday
or the date on which the participant completes a year of service (as defined in the plan). Mr. Gerspach
has attained eligibility for early retirement, and there would be no reduction in his benefits attributable to
early retirement.
Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates (Pay Cap Plan). The Pay
Cap Plan is an unfunded, nonqualified deferred compensation plan. The Pay Cap Plan provided benefits not
otherwise provided under The Citigroup Pension Plan because of limits imposed by the Code on eligible
pay and benefits. To the extent that a participants benefit was determined under the cash balance formula
in The Citigroup Pension Plan, eligible plan compensation was limited to $500,000 beginning January 1,
2000. Future benefit accruals under the Citibank Pay Cap Plan ceased effective January 1, 2002 for most
participants in the plan, including Mr. Gerspach. Benefits under the Pay Cap Plan are payable at the same
time as benefits are payable under The Citigroup Pension Plan and, accordingly, Mr. Gerspach is eligible for
early retirement and immediate commencement under the Pay Cap Plan.
Banco Nacional de Mexico, S.A. Pension Plan (Banamex Pension Plan). Mr. Medina-Mora
participates in the Banamex Pension Plan, which provides benefits to all eligible Mexico permanent
full-time employees. The traditional pension plan benefit provides for a life annuity at normal
retirement age equal to 2.5% times eligible compensation times years of credited service, where eligible
compensation is annual base earnings, including the year-end salary-based bonus, averaged over the
final 24 months preceding retirement. The benefit is subject to a maximum monthly pension equal to the
employees pre-tax final 12-month average salary, including the year-end salary-based bonus.
Participants such as Mr. Medina-Mora who met age and service criteria as of December 31, 2001 may
alternatively choose, at retirement, a hybrid benefit calculated under a different formula; because
Mr. Medina-Moras benefit under the traditional formula is substantially larger than his benefit under the
hybrid formula, only the traditional benefit is shown in the Pension Benefits Table. Mr. Medina-Mora is
eligible for immediate commencement of benefits under the Banamex Pension Plan, which does not have
early retirement factors or eligibility. The normal retirement eligibility under the traditional formula is the
earliest of (a) attainment of age 55 with 35 years of service, or (b) attainment of age 60 with five years of
service. The only form of benefit available under the Banamex Pension Plan is a single life annuity.
Statutory Seniority Premium. Mr. Medina-Mora is eligible for a seniority premium generally available
to all Mexico permanent full-time employees and required under Mexico law, payable as a single sum
from employer assets upon retirement. The benefit corresponds to 12 days salary, up to three times the
mandatory minimum local wage, for each year of service.
2013 Nonqualified Deferred Compensation
Name
Executive
Contributions
in Last Fiscal
Year($)
Registrant
Contributions
in Last Fiscal
Year($)
Aggregate
Earnings
in Last
Fiscal
Year($)
Aggregate
Withdrawals/
Distributions($)
Aggregate
Balance at
Last Fiscal
Year End($)
Michael Corbat
Capital Accumulation Program $0 $ 0 $1,410,469 $1,812,914 $5,526,758
Stock Incentive Plan $0 $ 0 $ 64,193 $1,465,275 $ 0
John Gerspach
Capital Accumulation Program $0 $ 0 $ 533,085 $ 558,887 $2,111,806
Citicorp Deferred Compensation Plan $0 $ 0 $ 333,064 $ 0 $ 1,293,227
James Forese
Capital Accumulation Program $0 $ 0 $1,243,594 $1,301,153 $4,926,955
Deferred Cash Award $0 $ 0 $ 354 $1,340,447 $ 0
Brian Leach
Capital Accumulation Program $0 $5,359,204 $ 707,226 $ 0 $6,066,430
Deferred Cash Award $0 $ 0 $ 81 $ 305,515 $ 0
Manuel Medina-Mora
Capital Accumulation Program $0 $ 0 $ 921,639 $ 966,247 $3,651,057
Deferred Cash Award $0 $ 0 $ 101 $ 381,894 $ 0
The amounts shown in the Aggregate Balance at Last Fiscal Year End column for the named executive
officers were disclosed in prior years to the extent required under SEC rules in effect at the time. The
amounts shown in the Registrant Contributions in Last Fiscal Year column are awards made during or
before 2013 that became nonqualified deferred compensation subject to reporting in this table when
Mr. Leach attained the Rule of 60 in 2013.
Set forth below is additional information on awards shown in the Nonqualified Deferred Compensation Table.
Capital Accumulation Program. For many years, Citi has provided that a percentage of annual incentive
awards must be made in the form of restricted or deferred stock under the Capital Accumulation Program.
Under Capital Accumulation Program rules in effect before 2013, the shares were delivered in four
equal annual installments beginning on January 20 of the year following the year of grant, but had no
performance-based vesting provisions. Employees who meet the Rule of 60 as described on page 74 are
considered to be vested in these Capital Accumulation Program awards for purposes of the Nonqualified
Deferred Compensation Table, and accordingly, these Capital Accumulation Program awards are reported in
the above table as nonqualified deferred compensation.
Mr. Leach attained the Rule of 60 in 2013, so certain of his then outstanding Capital Accumulation Program
awards are reported in the column Registrant Contributions in Last Fiscal Year. The table also shows the
aggregate realized or unrealized gains and losses on all shares held by each named executive officer and
subject to the Rule of 60 in the Aggregate Earnings column. The Aggregate Withdrawals/Distributions
column shows Capital Accumulation Program shares subject to the Rule of 60 that were delivered to each
named executive officer during 2013. The Aggregate Balance at Last Fiscal Year End column shows the
year-end value of each executives undelivered equity awards that are subject to the Rule of 60.
Stock Incentive Payment Program. Mr. Corbat received a Stock Incentive Payment Program award in
January 2010 for performance in 2009. The Stock Incentive Payment Program was a discretionary award
program consisting of awards of restricted or deferred shares of Citi common stock that contained terms
prescribed by the Special Master for Executive Compensation under the Troubled Assets Relief Program.
Stock Incentive Payment Program shares vested ratably over three years ending on January 20, 2013 and
were subject to the Rule of 60. The table reports Stock Incentive Payment Program awards in the same
way as Capital Accumulation Program awards.
Citicorp Deferred Compensation Plan. Mr. Gerspach participates in the Citicorp Deferred Compensation
Plan, which was closed in 2001, and provided for mandatory and voluntary deferrals of compensation from
1996 through 2000 for employees of Citicorp. All mandatory deferrals under the Deferred Compensation
Plan have been distributed to participants, but voluntary deferrals are notionally invested at the participants
election in one of six pre-determined investment alternatives. Participants may change investment
elections up to four times per year. All amounts deferred under the Citicorp Deferred Compensation
Plan are fully vested and are distributed in a lump sum or installments at the participants election upon
termination at or after the attainment of age 55.
Deferred Cash Award Plan. In January 2009, each of Mr. Forese, Mr. Leach, and Mr. Medina-Mora
received a deferred cash award under the Deferred Cash Award Plan as a component of his annual
incentive award earned for 2008. The awards were deferred on a mandatory basis. These Deferred Cash
Award Plan awards vested ratably over a four-year period and were credited with a notional interest rate
based on the 90-day, U.S. dollar-based LIBOR.
Potential Payments upon Termination or Change in Control
General policies. Citi does not routinely provide guaranteed levels of severance or change in control
agreements, and none of the named executive officers have individually negotiated separation
arrangements. No executive is entitled to a grant of any additional equity or cash awards in connection with
his termination of employment.
Equity awards. Set forth below is a table showing the estimated value of equity awards on December 31,
2013 that would have been delivered over time to each named executive officer, had the applicable event
occurred on December 31, 2013, assuming that all vesting and performance conditions are satisfied. In
developing these estimates, the closing price of Citis common stock on December 31, 2013 ($52.11)
was used.
Name
Termination for
Gross Misconduct
Voluntary
Resignation
Death or
Disability
Change in
Control of
Citigroup
Involuntary
Termination
without Gross
Misconduct
Michael Corbat $0 $6,353,711 $ 6,353,711 $0 $6,353,711
John Gerspach $0 $3,951,750 $ 6,484,875 $0 $3,951,750
James Forese $0 $4,812,809 $10,964,684 $0 $4,812,809
Brian Leach $0 $3,024,686 $ 3,175,216 $0 $3,169,173
Manuel Medina-Mora $0 $6,587,805 $10,929,153 $0 $6,587,805
All of the stock awards shown in the table vest on schedule following termination of employment; there are
no provisions for acceleration of the delivery of the awards except in the case of death. During the vesting
period, the awards remain subject to clawbacks and performance conditions, and in the case of a voluntary
termination, the stock awards are subject to forfeiture if the executive works for a significant competitor.
The table also includes the value of performance share units assuming that relative total shareholder return,
average return on assets, and the Citi common stock price at December 31, 2013 remain constant through
the end of the performance period in 2015.
The intrinsic value of stock options that were nonvested on December 31, 2013 is included in the table,
while the intrinsic value of stock options that vested before December 31, 2013 is excluded. Each of the
other equity awards reflected in this table is described in more detail in the discussion following the Grants
of Plan-Based Awards Table. Additional vested equity awards that may be delivered on schedule following
termination of employment are disclosed in the Aggregate Balance at Last Fiscal Year End column in the
Nonqualified Deferred Compensation Table.
Citis 2009 Stock Incentive Plan is the only plan from which equity awards to executive officers are
currently made. The 2009 Stock Incentive Plan has a double trigger requirement; it provides that an
involuntary termination of employment must occur as a result of a change in control of Citi before any
vesting of equity awards may occur in connection with the change in control. In addition, the Committee
has a policy that equity awards granted to executive officers under the 2009 Stock Incentive Plan will not
be accelerated solely by reason of a change in control of Citigroup Inc.
Deferred cash awards. Set forth below is a table showing the estimated value of deferred cash awards
on December 31, 2013 that would have been delivered over time to each named executive officer, had the
applicable event occurred on December 31, 2013, assuming that all vesting and performance conditions
are satisfied.
Name
Termination for
Gross Misconduct
Voluntary
Resignation
Death or
Disability
Qualifying
Termination
under KEPSP
and KREP
Change in
Control of
Citigroup
Involuntary
Termination
without Gross
Misconduct
Michael Corbat $0 $4,171,483 $ 4,171,483 $ 2,297,049 $0 $4,171,483
John Gerspach $0 $1,374,585 $ 3,044,183 $ 1,669,598 $0 $1,374,585
James Forese $0 $7,549,144 $12,943,235 $ 5,394,091 $0 $7,549,144
Brian Leach $0 $4,854,327 $ 7,836,097 $ 2,981,770 $0 $4,854,327
Manuel Medina-Mora $0 $2,472,599 $ 5,041,210 $ 2,568,611 $0 $2,472,599
Key Employee Profit Sharing Plan (KEPSP) and Key Risk Employee Plan (KREP). Awards under
the Key Employee Profit Sharing Plan and the Key Risk Employee Plan were delivered as of January 20,
2014 but were outstanding on December 31, 2013 and are therefore required to be shown in the above
table. The general conditions to vesting, along with other Key Employee Profit Sharing Plan and Key Risk
Employee Plan terms, are discussed in the Compensation Discussion and Analysis on pages 65-66.
If all other conditions to vesting were satisfied, special vesting and payment conditions generally
applied to Key Employee Profit Sharing Plan and Key Risk Employee Plan awards in the case of death,
disability, retirement, a qualifying termination or the occurrence of a qualifying transaction with respect
to the participants Citi employer. A qualifying termination generally means either (a) a termination of
employment in connection with a sale or other disposition of assets of the business unit to which the
participant provides substantial services or (b) the outsourcing of a participants job. The employer of a
participant would undergo a qualifying transaction if, in connection with the sale or other disposition of
the stock or other equity interest in the participants employer, Citi ceases to control or own a significant
equity interest in the participants employer. A change in control of Citigroup Inc. would not trigger
these payments, as a change in control of Citigroup Inc. is not covered by the definition of qualifying
transaction. None of the named executive officers were eligible for retirement under the terms of
the plans.
Deferred Cash Award Plan. A portion of the annual incentive awards for 2011 and 2012 was awarded
to the named executive officers under the Deferred Cash Award Plan, and these performance-based
vesting awards are reflected in the above table. All of the deferred cash awards shown in the table vest on
schedule following termination of employment; there are no provisions for acceleration of the delivery of
the awards except in the case of death. During the vesting period, the awards remain subject to clawbacks
and performance conditions, and in the case of a voluntary termination, the awards are subject to forfeiture
if the executive works for a significant competitor. These awards are described in more detail under the
Grants of Plan-Based Awards Table.
Other potential payments upon termination of employment. Mr. Gerspach is also entitled to receive
the Citicorp Deferred Compensation Plan benefits described in the Nonqualified Deferred Compensation
Table upon the termination of his employment.
Management Analysis of Potential Adverse Effects of Compensation Plans
Management believes that, in order to give rise to a material adverse effect on Citi, a compensation plan
must either (a) itself be of sufficient size to be material to Citi, or (b) motivate individuals at Citi who are
in a position to have a material impact on Citi to behave in a manner that is materially adverse to Citi. In
addition to its sound executive compensation policies, Citi has adopted multiple coordinated strategies
to reduce the risk of material adverse effects to the franchise through the design and administration of
its incentive compensation programs, including those applicable to the named executive officers. During
2013, Citi continued to enhance the ability of the firm to reduce risk of material adverse effects through its
compensation programs, as part of its continuing efforts to align its processes with the U.S. Interagency
Guidance on Sound Incentive Compensation Policies and the Financial Stability Boards Principles for
Sound Compensation Practices. Citis approach to risk and incentive compensation plans is detailed
on pages 50-51 of the Compensation Discussion and Analysis. On the basis of the foregoing analysis,
management has concluded that Citis compensation plans are not reasonably likely to have a material
adverse effect on Citi.
Audit Committee Report
The Audit Committee (Committee) operates under a charter that specifies the scope of the Committees
responsibilities and how it carries out those responsibilities.
The Board of Directors has determined that all five members of the Committee are independent based
upon the standards adopted by the Board, which incorporate the independence requirements under
applicable laws, rules and regulations.
Management is responsible for the financial reporting process, the system of internal controls, including
internal control over financial reporting, risk management and procedures designed to ensure compliance
with accounting standards and applicable laws and regulations. KPMG LLP, Citigroups independent
registered public accounting firm (independent auditors) is responsible for the integrated audit of
the consolidated financial statements and internal control over financial reporting. The Committees
responsibility is to monitor and oversee these processes and procedures. The members of the Committee
are not professionally engaged in the practice of accounting or auditing and are not professionals in these
fields. The Committee relies, without independent verification, on the information provided to us and on
the representations made by management regarding the effectiveness of internal control over financial
reporting, that the financial statements have been prepared with integrity and objectivity and that such
financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America. The Committee also relies on the opinions of the independent auditors on the
consolidated financial statements and the effectiveness of internal control over financial reporting.
The Committees meetings facilitate communication among the members of the Committee,
management, the internal auditors, and Citigroups independent auditors. The Committee separately met
with each of the internal and independent auditors with and without management, to discuss the results of
their examinations and their observations and recommendations regarding Citigroups internal controls. The
Committee also discussed with Citigroups independent auditors all communications required by PCAOB
Auditing Standard No. 16.
The Committee reviewed and discussed the audited consolidated financial statements of Citigroup as
of and for the year ended December 31, 2013 with management, the internal auditors, and Citigroups
independent auditors.
The Committee has received the written disclosures required by PCAOB Rule 3526 Communication
with Audit Committees Concerning Independence. The Committee discussed with the independent
auditors any relationships that may have an impact on their objectivity and independence and satisfied itself
as to the auditors independence.
The Committee has reviewed and approved the amount of fees paid to the independent auditors for audit,
audit related and tax compliance services. The Committee concluded that the provision of services by the
independent auditors is compatible with the maintenance of their independence.
Based on the above-mentioned review and discussions, and subject to the limitations on our role and
responsibilities described above and in the Committee charter, the Committee recommended to the Board
that Citigroups audited consolidated financial statements be included in Citigroups Annual Report on
Form 10-K for the year ended December 31, 2013 for filing with the SEC.
THE AUDIT COMMITTEE:
Anthony M. Santomero (Chairman)
Michael E. ONeill
Robert L. Ryan
Joan E. Spero
James S. Turley
Dated: March 2, 2014
Proposal 2: Ratification of Selection of Independent Registered Public
Accounting Firm
The Audit Committee has selected KPMG LLP (KPMG) as the independent registered public accounting
firm of Citi for 2014. KPMG has served as the independent registered public accounting firm of Citi and its
predecessors since 1969.
Arrangements have been made for representatives of KPMG to attend the annual meeting. The
representatives will have the opportunity to make a statement, if they desire to do so, and will be available
to respond to appropriate stockholder questions.
Disclosure of Independent Registered Public Accounting Firm Fees
The following is a description of the fees earned by KPMG for services rendered to Citi for the years ended
December 31, 2013 and 2012:
In millions of dollars 2013 2012
Audit Fees $ 66.5 $67.3
Audit-Related Fees $ 19.5 $17.0
Tax Fees $ 7.8 $ 8.8
All Other Fees $ $
Total Fees $ 93.8 $93.1
Audit Fees: This includes fees earned by KPMG in connection with the annual integrated audit of
Citis consolidated financial statements, internal control over financial reporting under Sarbanes-Oxley
Section 404, audits of subsidiary financial statements, comfort letters and consents related to SEC
registration statements and other capital-raising activities and certain reports relating to Citis regulatory
filings, reports on internal-control reviews required by regulators, accounting advice on completed
transactions and reviews of Citis interim financial statements.
Audit-Related Fees: This includes fees for services performed by KPMG that are closely related to
audits and in many cases could only be provided by our independent registered public accounting firm.
Such services may include due diligence services related to contemplated mergers and acquisitions,
accounting consultations, internal control reviews not required by regulators, securitization-related services,
employee benefit plan audits, and certain attestation services, as well as certain agreed upon procedures.
Tax Fees: This includes preparation and review of corporate tax returns, tax audits, expense allocation
reports for tax purposes, and other tax compliance services.
All Other Fees: Citi did not engage KPMG for any services other than those described above.
Approval of Independent Registered Public Accounting Firm Services and Fees
Citis Audit Committee has reviewed and approved all fees earned in 2013 and 2012 by Citis independent
registered public accounting firm and actively monitored the relationship between audit and non-audit
services provided. The Audit Committee has concluded that the fees earned by KPMG were consistent
with the maintenance of the external auditors independence in the conduct of its auditing functions.
The Audit Committee must pre-approve all services provided and fees earned by Citis independent
registered public accounting firm. The Audit Committee annually considers the provision of audit services
and, if appropriate, pre-approves certain defined audit fees, audit-related fees, and tax-compliance fees
with specific dollar-value limits for each category of service. The Audit Committee also considers on a
case-by-case basis specific engagements that are not otherwise pre-approved (e.g., internal control and
certain tax compliance engagements) or that exceed pre-approved fee amounts. On an interim basis, any
proposed engagement that does not fit within the definition of a pre-approved service may be presented to
the Chair of the Audit Committee for approval and to the full Audit Committee at its next regular meeting.
The Accounting Firm Engagement Directive is the primary basis upon which management ensures
the independence of its independent registered public accounting firm. Administration of the Directive
is centralized in, and monitored by, Citi senior corporate financial management, which reports the
engagements earned by KPMG throughout the year to the Audit Committee. The Directive also includes
limitations on the hiring of KPMG partners and other professionals to ensure that Citi satisfies applicable
auditor independence rules.
KPMG has served as the independent registered public accounting firm of Citi and its predecessors since
1969. As in prior years, Citi and its Audit Committee have engaged in a review of KPMG in connection with
the Audit Committees consideration of whether to recommend that shareholders ratify the selection of
KPMG as Citis independent auditor for the following year. In that review, the Audit Committee considers
both the continued independence of KPMG and whether retaining KPMG is in the best interests of Citi and
its stockholders. Citis management prepares an annual assessment of KPMG for the Audit Committee that
includes (i) the results of a management survey of KPMGs overall performance, (ii) an analysis of KPMGs
known legal risks and significant proceedings that may impair KPMGs ability to perform Citis annual
audit; and (iii) KPMGs fees and services provided to Citi both on an absolute basis, noting, of course,
that KPMG does not provide any non-audit services, other than those described in the Proxy Statement,
to Citi, and compared to services provided by other auditing firms to peer institutions. In addition, KPMG
reviews with the Audit Committee its analysis of its independence in accordance with the Accounting Firm
Engagement Directive and PCAOB Rule 3526. In performing its analysis, the Audit Committee considered
the length of time KPMG has been Citis independent auditor, the breadth and complexity of Citis business
and its global footprint and the resulting demands placed on its auditing firm in terms of expertise in Citis
businesses, the quantity and quality of staff and global reach. The Audit Committee recognized the unique
ability of KPMG to provide both the necessary expertise to audit Citis business and the matching global
footprint to audit Citi worldwide and other factors, including the policies that KPMG follows with respect to
rotation of the key audit personnel, so that there is a new partner-in-charge at least every five years. Based
on the results of its review this year, the Audit Committee concluded that KPMG is independent and that
it is in the best interests of Citi and its investors to appoint KPMG to serve as Citis independent registered
accounting firm for 2014.
Citis Audit Committee oversees the process for, and ultimately approves, the selection of the independent
auditors lead engagement partner at the five-year mandatory rotation period. At the Audit Committees
instruction, KPMG selects candidates to be considered for the lead engagement partner role, who are then
interviewed by members of Citis senior management. After considering the candidates recommended
by KPMG, senior management makes a recommendation to the Audit Committee regarding the new lead
engagement partner. After discussing the qualifications of the proposed lead engagement partner with the
current lead engagement partner, the members of the Audit Committee, individually and/or as a group,
interview the leading candidate. The Audit Committee then considers the appointment and votes as an
Audit Committee on the selection.
The Board recommends that you vote for ratification of KPMG
as Citis independent registered public accounting firm for 2014.
Proposal 3: Advisory Vote to Approve Citis 2013 Executive Compensation
As required by Rule 14a-21(a) of the Securities Exchange Act of 1934, we are seeking an advisory vote
on the compensation of named executive officers as disclosed in the section of this Proxy Statement
titled Compensation Discussion and Analysis. Stockholders are being asked to vote on the following
advisory resolution:
RESOLVED, that the compensation paid to Citis named executive officers, as disclosed pursuant
to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation
tables, and narrative discussion is hereby APPROVED.
We strongly urge stockholders to review our entire Compensation Discussion and Analysis,
starting on page 45. The Compensation Discussion and Analysis provides complete information
on the amount of compensation awarded to the named executive officers and the reasoning
supporting those awards. In particular, shareholders should note the following:
We delivered on our commitment to award executive compensation through a structured
framework, in response to feedback we heard from stockholders.
Citi completed the implementation of our new executive compensation program, which we developed
in 2012 and described in last years Compensation Discussion and Analysis. Full implementation marks
a milestone in our continued commitment to aligning pay and performance through the use of objective
pre-determined metrics to determine incentive awards. The new program was designed in response
to stockholder preferences we identified in our extensive stockholder outreach in 2012. We continued
that outreach in 2013 to obtain feedback on the new program, which is based on our belief in pay for
performance and alignment of executive interests with those of stockholders. After our shareholders voted
in favor of the revised program in 2013, we continued to implement and refine the program.
Under our new program, we based incentive compensation awards for 2013 on pre-defined performance
goals established at the beginning of 2013 for each named executive officer. After year-end, the Personnel
and Compensation Committee evaluated Citi and individual performance against the pre-defined goals and
developed objective ratings that were used to evaluate whether the executive should receive compensation
above, at, or below the estimated range for market median compensation for the position. The Personnel
and Compensation Committee then reviewed the preliminary compensation amount produced by the
framework to determine whether the process yielded appropriate incentive awards in the context of events
as they occurred during the year, and adjusted down the preliminary awards for 2013, if appropriate.
The financial metrics used to measure annual executive performance through Citis framework are those
we use to measure the success and progress of our businesses. Key metrics include return on tangible
common equity, return on assets, operating expense as a percentage of revenue (efficiency ratio), and
return on Basel III capital, as defined on pages 54-55. Furthermore, risk and control results are a critical
element of the non-financial goals included in our framework, and significant adverse risk outcomes will
result in a reduction in an executives compensation where appropriate, even if financial results are positive.
The structure of our performance share units protects the interests of shareholders.
Citi awards performance share units representing 30 percent of each named executive officers incentive
award. The performance share units deliver value to executives only if the units are earned over a
three-year period based on pre-determined financial metrics relative total stockholder return and average
return on assets. In addition, the value of each performance share unit fluctuates with the value of Citi
common stock.
Citi has strong compensation policies and practices, including the following:
l
Features designed to discourage excessive or imprudent risk-taking, including the absence of multi-
year incentive guarantees;
l
A range of clawbacks for all deferred awards to executive officers. For 2013, we added a new
clawback to the performance share units, which allows for cancellation of unvested awards if there
is a significant failure to supervise other managers even if underlying financial goals are achieved, in
addition to already existing clawbacks;
l
A one-year post-termination stock holding requirement. Under our long-standing stock ownership
commitment, executive officers are generally required to hold 75% of the net after-tax shares
acquired through Citis incentive compensation programs as long as they are executive officers. We
have further reinforced our commitment to executive ownership by requiring each executive officer
to hold half of these accumulated shares for one year after ceasing to be an executive officer, even if
they are no longer employed by Citi;
l
No new Key Employee Profit Sharing Plan awards and no other new retention or exceptional awards
or programs;
l
The reliance on independent compensation consultants to check the new compensation framework
and to opine on the outcomes of the application of the framework; and
l
Maintenance of strong governance features such as:
Prohibition of hedging and pledging of Citi common stock,
No perquisites, special benefits, or supplemental retirement plans, and
No change-in-control agreements, severance agreements, or tax gross-ups.
The Board recommends that you vote for advisory approval of the foregoing resolution approving
Citis executive compensation as disclosed in the Compensation Discussion and Analysis, the
compensation tables and any related discussion contained in this Proxy Statement.
Proposal 4: Approval of the Citigroup 2014 Stock Incentive Plan
The Personnel and Compensation Committee has recommended, and the Board of Directors has
unanimously approved, adoption of the Citigroup 2014 Stock Incentive Plan (the 2014 Plan), which will
become effective on April 22, 2014, if approved by stockholders at our annual meeting.
Currently, we grant equity awards exclusively under the 2009 Stock Incentive Plan (the 2009 Plan). The
2009 Plan will expire by its terms on April 21, 2014. The 2014 Plan is proposed to replace the 2009 Plan.
The discussion of the 2014 Plan that follows is qualified in its entirety by the description of and full terms of
the 2014 Plan that are included as part of Annex A.
The initial share authorization of the 2014 Plan will be limited to the shares remaining available for grant
under the 2009 Plan when it expires (but not to exceed 52 million shares). This initial share authorization
is intended to support grant activity for at least one year, and we expect to continue our practice of asking
stockholders to approve additional share authorizations under the 2014 Plan as frequently as annually. The
2014 Plan will expire by its terms on the date of the annual general meeting of stockholders in 2019.
NOTE: Citi is not currently requesting authorization for any shares in addition to the number
available in the 2009 Plan at its expiration. If this Proposal is approved, the maximum number of
shares that would be available at the inception of the 2014 Plan would be 52 million.
Why Should You Vote to Approve the 2014 Plan?
Pursuant to NYSE rules, Citi and other companies are generally not permitted to grant shares of common
stock as compensation except pursuant to a plan approved by stockholders. The Board recommends a
vote for the 2014 Plan because it believes the 2014 Plan is in the best interests of Citi and its stockholders.
Approval of the 2014 Plan advances the following objectives:
l
Align employee and stockholder interests. Our compensation philosophy reflects our belief
that equity compensation is a critical means of aligning the interests of employees with those of
stockholders. Citis equity awards are used as a vehicle to defer substantial portions of annual
incentive awards, generally over periods of three or four years, for thousands of employees
worldwide. On the most recent grant date, February 18, 2014, more than 7,500 employees in more
than 80 countries were awarded shares of Citi common stock under the 2009 Plan.

If the Proposal to adopt the 2014 Plan is approved, we can continue our long-standing practice of
paying significant portions of incentive compensation in stock and thereby aligning Citi employee and
stockholder interests. Citis clawback and performance-based vesting features described on pages
67-68 further align employee and stockholder interests during the three- or four-year vesting period. In
addition, Citi has a stock ownership commitment and stock holding requirement as described on
page 67.
l
Award performance-based compensation. We believe that equity compensation, by its very nature,
is performance-based compensation. The value ultimately realized by an equity plan participant
who meets the vesting requirements is directly linked to share price performance. Furthermore,
deferred stock awards granted in 2013 and 2014 to covered employees (as defined in applicable
bank regulatory guidance) have a performance-based vesting condition that automatically reduces
the amount of an award at vesting if a specified business unit was not profitable during the
preceding year. The 2014 Plan builds on the performance features employed under the 2009 Plan by
specifying various performance measures that may be used to structure awards geared to specific
performance achievements.
l
Comply with emerging regulatory requirements. The Financial Stability Board has issued Principles
for Sound Compensation Policies, which have been implemented by bank regulators in the U.S. and
other key countries in which Citi does business. Those principles provide that a substantial portion
of variable compensation awarded to senior executives and other employees whose actions have a
material impact on the risk exposure of the company should be awarded in shares or share-linked
instruments. As an implementation of these principles, bank regulators in the European Union have
adopted rules requiring that 50% of deferred variable pay and 50% of immediate variable pay be
delivered in shares or share-linked instruments. It is possible that future legislative or regulatory
actions could further increase the proportion of equity-based compensation to cash compensation.
While Citi has long favored the use of equity as a compensation vehicle, in this environment, equity
awards are an essential ingredient of competitive compensation arrangements that are consistent
with our Compensation Philosophy and that comply with regulatory requirements.
l
Attract and retain talent. A talented, motivated and effective management team and workforce
are essential to our future success. We cannot afford to lose existing and prospective talent to
competitors in our industry or to other companies that may have more flexibility to offer competitive
compensation arrangements in the form of equity.
l
Implement sound equity compensation practices. We are mindful that equity grants can dilute
stockholder equity and must therefore be used judiciously. For this reason, our equity programs favor
the use of full-value awards (as opposed to stock options). This can mitigate the potential dilutive
effect of equity compensation, because the same value can be delivered in the form of a stock award
using fewer shares than would be needed if delivered in the form of a stock option. Although stock
options may continue to be used as an incentive vehicle in some circumstances, Citi has not granted
employee options as part of its annual incentive award process since 2008. See Annex A for tabular
information on our overhang and run rate.
l
Secure tax deductions for awards to certain executives. Under section 162(m) of the Code, annual
compensation in excess of $1 million to certain executives is not deductible for U.S. federal income
tax purposes unless it is performance-based compensation. The 2014 Plan would allow Citi to grant
qualified performance-based incentive awards that would be fully deductible under this provision, but
only if the 2014 Plan is approved by stockholders. Although Citi has taken steps to qualify and intends
to continue efforts to qualify incentive compensation under its 2011 Executive Performance Plan,
stockholder approval of the 2014 Plan would allow Citi to continue granting awards that qualify for
tax deductibility in situations where the 2011 Executive Performance Plan would not be available for
such purposes.
Key Features of the 2014 Plan
The following features of the 2014 Plan continue or enhance features of the 2009 Plan that protect the
interests of our stockholders:
l
Limits on awards to Directors and other individuals. Equity awards to any single Director in a calendar
year (including awards made in lieu of cash retainer) may not exceed $900,000 in value, determined as
of the award date. The maximum number of shares that may be subject to stock awards granted to any
individual (other than as a Director) in a calendar year is 1,000,000 and the maximum number of shares
that may be subject to options or stock appreciation rights (SARs) that may be granted to any individual
(other than as a Director) in a calendar year is 1,000,000. Under the 2009 Plan, the maximum number
of shares subject to awards (whether stock awards, options, or SARs on a combined basis) that may
be granted to any individual in any calendar year is approximately 2,000,000.
l
No evergreen feature. The 2014 Plan has a fixed number of shares available for grant that will not
automatically increase because of an evergreen feature.
l
Minimum vesting requirement. Under the 2014 Plan, three-year minimum vesting requirements
will apply to at least 90% of the shares that may be granted subject to any type of award,
including options and SARs, except in certain limited circumstances, or when awards are subject
to performance conditions based on a performance period of at least one year. The Personnel and
Compensation Committee may award up to 10% of the authorized shares (reduced from 20% under
the 2009 Plan) without regard to minimum vesting periods; such shares would be granted primarily
for recruitment and retention purposes, or when necessary or appropriate to comply with regulatory
requirements or guidance, and to Directors.
l
Minimum exercise price is fair market value on grant date. Under the 2014 Plan, option or SAR
exercise prices must be at least 100% of fair market value on the date an option or SAR is granted,
or at least 125% of fair market value if the option or SAR is to be considered an award subject to a
performance condition based on premium pricing.
l
No repricings. The 2014 Plan includes a prohibition against repricing, including a prohibition of cash
buyouts of out-of-the-money options or SARs, whether granted under the 2014 Plan or any other plan.
l
A prohibition against reload option grants. Reload options are additional options that are granted
automatically upon the exercise of previously granted options. Options granted under the 2014 Plan
may not include a reload feature.
l
No liberal share recycling. The 2014 Plan includes a prohibition against re-granting shares used
to pay option exercise prices or withheld to pay taxes on awards. In addition, shares subject to
outstanding awards granted under other plans shall not become additional shares available for
issuance pursuant to awards granted under the 2014 Plan if the prior plan awards are cancelled or
settled without the issuance of shares.
l
Restricted dividend equivalents on performance vesting shares. The 2014 Plan permits payment
of dividend equivalents on shares subject to a performance vesting condition only if and when the
underlying shares vest. The 2014 Plan also prohibits the payment of dividend equivalents on shares
subject to outstanding options and SARs.
l
A double trigger change of control provision. The 2014 Plan requires that participants must
experience an involuntary termination of employment for the vesting of an award to accelerate as a
result of a change of control of Citigroup Inc.
l
Other change of control limitations. In a change from the 2009 Plan, the 2014 Plan increases the
threshold at which an acquirer of Citi common stock would trigger a change of control from 25% of
outstanding shares to 30%. The 2014 Plan also makes clear that a change of control based on other
transactions does not occur until the transactions have been consummated.
Other Changes from the 2009 Plan
In addition to the enhancements previously mentioned, the 2014 Plan contains the following important
changes from the 2009 Plan:
l
No incentive stock options. Under section 422 of the Code, stockholder approval is required to grant
incentive stock options, which generally are not deductible for U.S. federal income tax purposes.
The ability to grant incentive stock options is a feature of the 2009 Plan and was included in several
predecessor plans. However, it has been many years since Citi has granted incentive stock options,
and we do not intend to grant any in the near future. Thus, we have not included an incentive stock
option feature in the proposed 2014 Plan.
l
An obligation of participants to repay improperly vested or exercised awards; right of set-off. The
2014 Plan provides that if it is determined that conditions to vesting or exercisability of a stock award,
stock option or SAR were not satisfied in full, the vesting or exercise shall be cancelled, and if shares
or cash have already been delivered in settlement of an improper vesting or exercise, the participant
shall be obligated to return the shares or repay the higher value received at vesting or exercise to Citi.
To aid in the enforcement of this provision and the collection of other debts that may be owed to Citi
by participants, the 2014 Plan also includes a provision allowing Citi to set-off its obligation to deliver
vested shares to a participant against any obligation the participant may owe to Citi.
New Plan Benefits Table
2014 Stock Incentive Plan (subject to stockholder approval)
This table, included in response to SEC requirements, reflects the number of shares and options awarded under
the 2009 Plan during calendar year 2013. This table is intended only to show awards that would
have been made under the 2014 Plan had it been in effect for such calendar year.
Name and Position
Number of
Shares
Number of
Options
Michael Corbat, CEO, director and director nominee 71,365 0
John Gerspach, CFO 44,386 0
James Forese, Co-President, Citi; CEO, Institutional Clients Group 92,358 0
Brian Leach, Head of Franchise Risk and Strategy 58,044 0
Manuel Medina-Mora, Co-President, Citi; CEO, Global Consumer Banking; Chairman, Mexico 73,995 0
Executive Group
(1)
712,723 0
Non-Executive Director Group 35,060 0
Non-Executive Officer Employee Group 20,933,137 0
(1) Includes the named executives above.
Additional information on our equity plans and grant practices can be found elsewhere in this Proxy
Statement in Annex A and the Compensation Discussion and Analysis section, and in Note 7 to the
financial statements contained in Citigroups 2013 Annual Report on Form 10-K.
Annex A includes a summary of the 2014 Plan and the text of the 2014 Plan. You should refer to
Annex A for more information about the features of the 2014 Plan and a complete understanding
of this proposal.
The Board recommends that you vote for approval of the Citigroup
2014 Stock Incentive Plan described in Proposal 4.
Stockholder Proposals
Citi makes every effort to be responsive to concerns expressed by our stockholders by engaging in
dialogues, participating in issuer/investor working groups and adopting policies or initiatives responsive to
stockholder concerns when we felt it was in the best interests of all stockholders. In 2013, the Personnel
and Compensation Committee adopted changes to certain of the Companys compensation practices in
response to stockholder proposals: the Committee formalized its practice not to accelerate the vesting
of equity awards in the event of a change in control and adopted a post termination holding period for
executive officers, requiring them to hold 50% of the shares previously subject to the Stock Ownership
Commitment once they cease being executive officers of the Company. Over the years, Citi has met
with several proponents and other interested parties regarding such issues as the Companys response
to regulation (Dodd-Frank, credit cards), derivatives, risk management, repos, auditor rotation and trade
association payments among others. We encourage our stockholders to communicate with management
and the Board. Any stockholder wishing to communicate with management, the Board or an individual
Director should send a request to the Corporate Secretary as described on page 20 in this Proxy Statement.
Proposal 5
Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY 11021, has submitted the following proposal for
consideration at the Annual Meeting:
Proposal 5- Executives To Retain Significant Stock
Resolved: Shareholders urge that our executive pay committee adopt a policy requiring senior executives
to retain a significant percentage of shares acquired through equity pay programs until reaching normal
retirement age and to report to shareholders regarding the policy before our Companys next annual
meeting. For the purpose of this policy, normal retirement age would be an age of at least 60 and
determined by our executive pay committee. Shareholders recommend that the committee adopt a share
retention percentage requirement of 50% of net after-tax shares.
This single unified policy shall prohibit hedging transactions for shares subject to this policy which are
not sales but reduce the risk of loss to the executive. Otherwise our directors would be able to avoid the
impact of this proposal. This policy shall supplement any other share ownership requirements that have
been established for senior executives, and should be implemented so as not to violate our Companys
existing contractual obligations or the terms of any pay or benefit plan currently in effect.
Requiring senior executives to hold a significant portion of stock obtained through executive pay plans
would focus our executives on our companys long-term success. A Conference Board Task Force report
stated that hold-to-retirement requirements give executives an ever-growing incentive to focus on long-
term stock price performance.
This proposal should also be more favorably evaluated due to our Companys clearly improvable
environmental, social and corporate governance performance as reported in 2013:
GMI Ratings, an independent investment research firm, rated our company D for its board. Joan Spero,
on our audit committee no less, was negatively flagged due to her involvement with the Delta Air Lines
board when it filed for bankruptcy. Franz Humer was overboarded with seats on 4 company boards. There
was not one independent director who had expertise in risk management. Robert Joss, an inside-related
director, received our highest negative votes. Our company had not adopted effective stock ownership
guidelines for independent directors.
CEO Michael Corbat was paid $12 million. Mr. Corbat could also get long-term incentive pay for below-
median performance. CEO annual incentive pay did not rise or fall in line with annual performance.
Unvested equity awards do not lapse upon CEO termination. Our company did not link environmental or
social performance to its current incentive pay policies.
Our company had come under investigation, or had been subject to fine, settlement or conviction for
issues related to securities fraud and for engaging in anti-competitive behavior, such as price fixing, bid
rigging or monopolistic practices. Citigroup had a higher shareholder class action litigation risk than 93% of
all rated companies.
Returning to the core topic of this proposal from the context of our clearly improvable corporate
performance, please vote to protect shareholder value:
Executives To Retain Significant Stock- Proposal 5.
MANAGEMENT COMMENT
Summary
Our current stock ownership commitment (SOC) serves the same purpose as the proposal and is better
suited to the specifics of Citis programs. Citis long-standing SOC already provides that executive officers
must continue to hold a significant percentage of stock for one year after termination of employment or other
end of executive officer status. In addition, Citi has a policy prohibiting hedging or pledging transactions with
respect to the Companys stock. The SOC and the policy fully address the concerns raised by this proposal.
Important Points to Consider:

The proposal would require that executives hold 50% of net after-tax shares to normal retirement
age, which is defined in the Proposal as an age of at least 60 and as determined by the Personnel
and Compensation Committee. The Proposal, by its terms, does not require executives to necessarily
hold stock after they retire from Citi only until they reach normal retirement age.

Citis SOC not only addresses the concerns raised by the proposal, but it creates alignment of long-
term interests between executive officers and shareholders. Citis SOC requires that an executive
officer hold a significant percentage of stock during employment and for one year after termination of
employment with Citi or other end of executive officer status, regardless of whether the termination
of employment occurs before or after normal retirement age.

Under Citis SOC, executive officers are required to retain at least 75% of the equity awarded to them
as incentive compensation (other than cash equivalents and net of amounts required to pay taxes
and option exercise prices), as long as they are executive officers and must retain, for one year after
terminating employment at Citi or otherwise ending executive officer status, 50% of the number of
shares he or she previously held that were subject to the SOC.
l
Example: An executive officer owns 100 shares at the time of leaving the Company or ending
executive officer status, and 75 shares are subject to the SOC at that time. This executive must
hold 37.5 shares for at least one year after termination of employment or ending executive
officer status.

Our SOC creates incentives to avoid undue focus on short-term performance. Our SOC is designed
to eliminate incentives for an executive to artificially drive up Citis stock price in advance of his or
her departure from Citi and benefit from this behavior by selling all of his or her stock immediately
afterward. The Proposals share retention requirement could cause executives to be overweighted
in stock and induce them to contemplate early retirement because they are unable to diversify their
assets. Excessive holding requirements may also induce excessively risk behavior. Citis current
practices would allow executives to appropriately diversify their assets for retirement and ensure
continued alignment between executives and stockholders even after an executives termination of
employment at Citi.

The proposal does not indicate whether the hold-to-retirement age requirement would apply after
termination of employment with Citi, where the executive terminated employment with Citi before
normal retirement age. For example, the proponent may be asking that an executive who terminates
employment with Citi at age 35 hold shares for another 25 years after termination of employment.
Such a requirement would be excessively onerous and impractical. Citis post-termination stock
holding period addresses the proponents concerns but is better tailored to the specifics of
Citis programs.

Citis Corporate Governance Guidelines provide that for members of the Board and executive
officers, the hedging of any Citi security against the risk of economic loss and the pledging of any
Citi security as collateral for a loan or other extension of credit is prohibited. This provision satisfied
the request included in the proposal. Citi has long had a personal trading policy that limits trading
by management and other employees in Citi common stock and restricts covered employees from
engaging in hedging, derivative or other transactions that would undermine the incentives created by
deferred stock compensation structures and Citis SOC. These policies are intended to align senior
managements interests with those of Citis stockholders and other stakeholders, and to motivate
employees to act consistently with risk mitigation principles.
Because Citi has a post-termination stock holding period for executive officers that is well suited
to Citis program, and Citis policies prohibit any hedging and pledging by executive officers, the
concerns raised in the Proposal have been addressed; further, because the holding requirement
in the Proposal could be unduly onerous and therefore put the Company at a competitive
disadvantage when trying to attract talent, especially at the more junior levels, the Proposal
would harm the Company and its stockholders; therefore, the Board recommends a vote against
this Proposal 5.
Proposal 6
CtW Investment Group, 1900 L Street, N.W., Suite 900, Washington, DC 20036, has submitted the
following proposal for consideration at the Annual Meeting:
Whereas, corporate lobbying exposes our company to risks that could adversely affect the companys
stated goals, objectives, and ultimately shareholder value, and
Whereas, we rely on the information provided by our company to evaluate goals and, therefore, have a
strong interest in full disclosure of our company s lobbying to evaluate whether our it is consistent with
our companys expressed goals and in the best interests of stockholders and long-term value;
Resolved, the stockholders of Citigroup, Inc. (Citigroup) request that the Board authorize the
preparation of a report, updated annually, disclosing:
1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying
communications.
2. Payments by Citigroup used for (a) direct or indirect lobbying or (b) grassroots lobbying
communications, in each case including the amount of the payment and the recipient.
3. Citigroups membership in and payments to any tax-exempt organization that writes and endorses
model legislation.
4. Description of managements and the Boards decision making process and oversight for making
payments described in sections 2 and 3 above.
For purposes of this proposal, a grassroots lobbying communication is a communication directed to
the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation
or regulation and (c) encourages the recipient of the communication to take action with respect to
the legislation or regulation. Indirect lobbying is lobbying engaged in by a trade association or other
organization of which Citigroup is a member. Both direct and indirect lobbying and grassroots lobbying
communications include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee or other relevant oversight committees and posted
on Citigroups website.
Supporting Statement
As stockholders, we encourage transparency and accountability in our companys use of corporate funds to
influence legislation and regulation. Citigroups lobbying around Dodd-Frank laws has drawn attention, with
Citigroups lobbyists reportedly drafting more than 70 of the 85 lines of a House bill on derivatives (House
Votes to Repeal Dodd-Frank Provision, New York Times, Oct. 30, 2013). Citigroup is listed as a member
of the Business Roundtable and the Financial Services Roundtable, which together spent more than
$41 million lobbying in 2011 and 2012. Citigroup does not disclose its memberships in, or payments to,
trade associations, or the portions of such amounts used for lobbying. Absent a system of accountability,
company assets could be used for objectives contrary to Citigroups long-term interests.
Citigroup spent approximately $10.5 million in 2011 and 2012 on direct federal lobbying activities
(opensecrets.org). This figure does not include Citigroups lobbying expenditures to influence legislation
in states. Citigroup lobbies at the state level with at least 507 lobbyists in 45 states since 2003 (National
Institute on Money in State Politics).
We urge stockholders to vote for this proposal.
MANAGEMENT COMMENT
Summary
Citi already has a comprehensive system of reporting and accountability for Citis participation in lobbying
and political contributions. Citi discloses its lobbying and political contributions activities as required by
law in the more than 30 states in which it is actively engaged in lobbying and political activity, and at the
Federal level. Citi provides access to this information on its website. The frequency of our disclosures
varies, depending on local requirements. Because the requirements are different, the information disclosed
also varies by jurisdiction. For lobbying, generally the disclosure requirements include the issues or
legislation lobbied during the reporting period, the chambers or agencies lobbied, and dollars expended to
support the lobbying activities.
Citi has also successfully passed random audits by regulatory authorities with lobbying and political
contributions oversight, as well as those performed by Citis Internal Audit team. In addition, Citi
participates in the European Unions voluntary lobbying disclosure registry. As a result, preparation of the
report as requested by the proponent would be unnecessary.
Important Points to Consider

Citi actively engages in the legislative process at both the state and federal levels to increase the
likelihood that our views on legislative and regulatory developments affecting Citi and its various
constituencies are fairly considered.

Citi is subject to a wide variety of state and federal laws and regulations concerning the conduct
and disclosure of our lobbying expenses. Citi is committed to complying with these rules and to
maintaining the highest ethical standards in the way we conduct our business.

Citi already has in place measures to promote transparency in and improve oversight of its political
activity-related and lobbying spending.
l
First, we created a link on our website to federal and state government websites where our
lobbying activities are reported.
l
Second, Citi policy prohibits contributions for independent expenditures. Independent
expenditures are expenditures by an entity other than the political candidate or his campaign
that support the candidate (or criticize his/her opponent). Citi also requires that trade and
business associations attest that they have a process that assures that no funds provided by
any Citi entity (whether by way of dues or otherwise) will be used for independent expenditures
before Citi pays its dues. Citi is of course, a member of a number of trade and business
associations. It joins trade and business associations for a variety of reasons, most of which
are unrelated to lobbying, including training, industry relationship development, and sharing of
costs of commenting on proposed regulations. However, trade and business associations are
legally separate entities that operate apart from their members. They can and do take a wide
variety of positions on a number of matters, not all of which Citi supports. Citi may be able to
influence, but does not control, the lobbying activities of trade and business associations, since
it is only one of many members. Accordingly, attempting to quantify the portion of Citis trade
and business association dues that are used for lobbying would not provide stockholders with
a greater or more accurate understanding of Citis advocacy strategies or philosophies about its
political contributions.
l
Third, in order to promote transparency and accountability, Citi discloses to our stockholders
and the public a list of all corporate political contributions made by Citi as well as contributions
made by Citis Political Action Committees (PAC). This list is posted on our website and
updated annually.

The Nomination, Governance and Public Affairs Committee of Citis Board of Directors, as provided
by its Charter, provides oversight of government relations activities, lobbying activities and strategy,
political contributions activities, and trade association and business memberships.
Citi has revised our Political Activities Statement (formerly Citis Political Contributions and Lobbying
Statement) to increase disclosure about our lobbying practices and oversight. The Political Activities
Statement provides meaningful disclosure about: (1) our lobbying policies and procedures including
grassroots lobbying; (2) payments made by Citi for direct lobbying through links to federal and state
government websites where our expenditures are reported; (3) trade and business association
participation; (4) membership in any tax-exempt group that writes and endorses model legislation; and
(5) the Boards oversight of lobbying activities and political contributions. The Statement can be found
on Citis website at www.citigroup.com.
Citis current public disclosures provide stockholders with extensive information on Citis lobbying
expenditures, including the processes that management undertakes in making lobbying or political
expenditures decisions. The creation of a report to stockholders, to be provided annually, detailing the
information already filed pursuant to federal, state and local regulations would be duplicative and not
an effective use of Citis resources.
Because it already has extensive disclosure practices pertaining to its political contributions and
lobbying activities, Citi does not believe the additional disclosure requested by the stockholder
proposal is warranted; therefore the Board recommends that you vote against this Proposal 6.
Proposal 7
John C. Harrington, 1001 2nd Street, Suite 325, Napa, CA 94559, has submitted the following proposal for
consideration at the Annual Meeting:
Resolved: Shareholders request that the Board of Directors undertake a review and institute any
appropriate policy changes, such as amending the bylaws or other actions needed, to make it more
practical to deny indemnification of directors when appropriate from the standpoint of the company and
public policy. The review should take full account of the relationship between insurance coverage and
indemnification, corporate litigation strategy, retaining appropriate board discretion and the ability of
the company to attract new board members. Such policies and amendments should be made effective
prospectively only, so that they apply to claims, actions, suits or proceedings for which the underlying
activities occur and the claims are asserted subsequent to both the enactment of the policy changes and
the renewal of a directors board membership.
Supporting Statement:
The current bylaws provide for indemnification of directors to the fullest extent permissible under the
General Corporation Law of the State of Delaware. As a practical matter, maximizing such indemnity
eliminates personal exposure of directors, potentially even for some improper, illegal or criminal behaviors
that violated their fiduciary duties. The proponents intention is to incentivize directors to exercise maximum
fiduciary oversight and to avoid inappropriate indemnification.
Indemnification of Directors and Officers: A Different Side to the Problem of Corporate Corruption,
published in Wall Street Lawyer, June 1, 2004 and reprinted on the Internet by the law firm of Andrews
Kurth, LLP, notes that Corporations and insurance carriers are finding out that their indemnification
obligations are not easily avoided...Despite the arguments favoring insurers and corporations, the courts
have looked to the documents governing their obligations and generally have found the insurance
policies, bylaws, and indemnification agreements to be too broad, too vague, or too restrictive to relieve
the indemnitors.
The article noted that indemnification agreements maximize indemnification even in some circumstances
where an individual may not be considered deserving of such indemnification. Some of the defects
in current indemnity arrangements include failing to include provisions that provide practical means
for denying indemnification in the context where an individual enters a settlement and does not
admit to wrongdoing. Under most bylaws and agreements, a company has little choice but to provide
indemnification in that setting. The SEC has entered some settlements that prevent settling defendants
from seeking indemnification, but the SECs reach does not include many instances in which Citigroup
directors may receive indemnification. The SEC has, in some instances, concluded that corporations
providing indemnification to directors and officers may be acting contrary to public policy, and has assessed
fines against at least one company for doing so.
The list of Citigroups regulatory actions, scandals and controversies over the past decade is too lengthy
to enumerate within the word limitation of this resolution. We urge fellow investors to support this
proposal, to encourage our company to develop practical reforms and refinements to its indemnification
policies, so that our directors have appropriate incentives for effective oversight, and are not being
subsidized by the stockholders in circumstances that defy common sense.
MANAGEMENT COMMENT
Summary
This proposal is not in the best interests of the stockholders or Citi because it would make it extremely
difficult, if not impossible, for Citi to attract and retain highly qualified individuals to serve on its Board. Citi
indemnifies Directors only when permitted or required under Delaware law.
Except where Delaware law requires indemnification, under Delaware law, Citi is permitted
to indemnify Directors only if they acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the corporations best interest. Also, for a criminal action,
the Director may not be indemnified if he or she had reason to believe his or her conduct
was unlawful.
Citi, like most other large corporations, provides Directors a right to indemnification in Citis
By-laws. Under the By-laws, present and former Directors are entitled to indemnification,
to the fullest extent permitted by Delaware law, for attorneys fees, expenses and certain
other losses incurred in connection with service as a Director. Under Delaware law,
indemnification is permitted under the By-laws only if Citi Directors act in accordance with
the good faith, best interest and not unlawful standards described above or if such
indemnification is required by Delaware law.
The net effect of the Proposal, if adopted, would be to create uncertainty for Citis Directors
regarding whether, notwithstanding having met the standard for indemnification under
Delaware law, they will be reimbursed for attorneys fees, expenses and losses they incur in
legal proceedings that they become involved in as a result of their good faith service to Citi.
This Proposal could expose Directors to personal liability for actions they take in service to
Citi without the usual protections afforded Directors of public companies.
The Proposals supporting statement suggests that Citis current By-laws allow Citi to
indemnify Directors against all personal liability even for some improper, illegal or criminal
behaviors that violated their fiduciary duties. Citi believes this statement is misleading
because a Director cannot be indemnified under the By-laws unless he or she satisfies the
good faith, best interest and not unlawful standards described above.
There is no reason to believe, and none is provided by the proponent, that eliminating
indemnification for Directors would be beneficial to Citis stockholders. The availability of
adequate indemnification is critical to a companys ability to attract and retain qualified
directors and, given the prevalence of litigation against public-company directors, without
adequate indemnification, qualified individuals would be highly disinclined to serve as
directors on Citis board. This would put Citi and its stockholders at a disadvantage in
attracting and retaining the most qualified directors.
Because this Proposal would remove important, standard protections provided to Directors,
making it extremely difficult to attract the most qualified Director candidates and therefore put
the Company at a significant competitive disadvantage, the Board recommends a vote against
this Proposal 7.
Proposal 8
James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, has submitted the
following proposal for consideration at the Annual Meeting:
Proposal 8 - Proxy Access for Shareholders
WHEREAS, Several Citigroup board members serve on at least three or more boards, an indication
of overboarding.
12% of Citigroup shares were voted against a director in 2013.
Citigroups significant legal issues include:
l
Numerous fines and settlements for misleading investors,
l
Abusive foreclosure practices, and
l
Current investigations into interest rate manipulation.
PwCs Annual Corporate Directors Survey found 35% of directors (and over half who served less than one
year) believe at least one member of their board should be replaced (compared to 31% in 2012 and less
than 25% who served more than 10 years). Top three reasons cited:
l
Diminished performance because of aging,
l
Lack of expertise, and
l
Poor meeting preparation.
RESOLVED, Shareowners ask our board, to the fullest extent permitted by law, to amend our governing
documents to allow shareowners to make board nominations as follows:
1. The Company proxy statement, form of proxy, and voting instruction forms shall include, listed with
the boards nominees, alphabetically by last name, nominees of:
a. Any party of one or more shareowners that has collectively held, continuously for two years, at
least one percent but less than five percent of the Companys securities eligible to vote for the
election of directors, and/or
b. Any party of shareowners of whom 25 or more have each held continuously for one year a
number of shares of the Companys stock that, at some point within the preceding 60 days,
was worth at least $2,000 and collectively at least one percent but less than five percent of the
Companys securities eligible to vote for the election of directors.
2. For any board election, no shareowner may be a member of more than one such nominating party.
Board members and officers of the Company may not be members of any such nominating party
of shareowners.
3. Parties nominating under 1(a) may collectively, and parties nominating under 1(b) may collectively,
make nominations numbering up to 24% of the companys board of directors. If either group should
exceed its 24% limit, opportunities to nominate shall be distributed among parties in that group as
evenly as possible.
4. If necessary, preference among 1(a) nominators will be shown to those holding the greatest number
of the Companys shares for at least two years, and preference among 1(b) nominators will be shown
to those with the greatest number who have each held continuously for one year a number of shares
of the Companys stock that, at some point within the preceding 60 days, was worth at least $2,000.
5. Nominees may include in the proxy statement a 500 word supporting statement.
6. Each proxy statement or special meeting notice to elect board members shall include instructions for
nominating under these provisions, fully explaining all legal requirements for nominators and nominees
under federal law, state law and the companys governing documents.
Vote to protect and enhance shareholder value:
Proxy Access for Shareholders - Proposal 8
MANAGEMENT COMMENT
Summary
Citis Nomination, Governance and Public Affairs Committee of the Board assists the Board in identifying
qualified individuals to become Directors, including considering candidates proposed by stockholders.
In identifying nominees, the Committee considers, among other things, a candidates independence,
character, ability to exercise sound judgment, diversity, age, demonstrated leadership, skills, including
financial literacy, and experience in the context of the needs of the Board. The Board and the Nomination,
Governance and Public Affairs Committee are best situated to assess the particular qualifications of
potential Director nominees and determine whether they will contribute to an effective Board that
addresses the evolving needs of the Company and represents the best interests of Citis stockholders.
Providing access to Citis proxy as set forth in the Proposal will undermine the value of the thorough and
rigorous selection and nomination process undertaken by the Nomination, Governance and Public Affairs
Committee and the Board.

Members of the Board and the Nomination, Governance and Public Affairs Committee of the Board
have a fiduciary duty to act in the best interests of the Company and its shareholders. The Board
is also accountable to Citis stockholders through our Corporate Governance Guidelines, including
having all Directors elected annually by the stockholders. Instead of this system of accountability,
the Proposal would provide for access to Citis proxy by individual stockholders or relatively small
groups of stockholders who do not have a similar fiduciary duty, are not bound by Citis Corporate
Governance Guidelines, and may nominate Directors who advance their own specific agenda without
regard to the best interests of the Company or its stockholders.

The proposed thresholds for proxy access are inappropriately low and not in the best interests of
Citi or its stockholders. In particular, the stock ownership thresholds in the proposal would provide
access to stockholders with an extremely limited interest in the Company, relative to the overall size
of Citi and the total number of stockholders. The one- or two-year holding requirement would enable
stockholders who do not necessarily have a long-term view of their investment in Citi to have a long-
term impact on Citi and its stockholders.

These low thresholds do not demonstrate a significant and sustained long-term commitment to Citi
sufficient to justify the costs and disruption of this kind of broadly available access to the Companys
Proxy Statement. Further, the low thresholds could result in the inclusion of multiple proxy access
nominees in Citis proxy materials, leading to significant additional expense and diversion of the
Boards and managements time and energy supporting the Boards nominees in contested elections.

As part of its charter, the Nomination, Governance and Public Affairs Committee already
considers candidates proposed by stockholders and evaluates them using the same criteria as for
other candidates.
The proposal is unnecessary because the Nomination, Governance and Public Affairs
Committee already considers candidates proposed by stockholders and evaluates them using
the same criteria as for other candidates, and the thresholds for proxy access proposed by
the Proponent are too low. In addition, the Board, in selecting candidates, must exercise its
fiduciary obligations to stockholders and comply with the Corporate Governance Guidelines,
which stockholders do not. Therefore, the Board recommends a vote against this Proposal 8.
Submission of Future Stockholder Proposals
Under SEC Rule 14a-8, a stockholder who intends to present a proposal at the next Annual Meeting
of stockholders and who wishes the proposal to be included in the Proxy Statement for that meeting
must submit the proposal in writing to the Corporate Secretary of Citi at the address on the cover of this
Proxy Statement. The proposal must be received no later than November 12, 2014. The proposal and its
proponent must satisfy all applicable requirements of Rule 14a-8.
With respect to stockholder nominees for Director election at the next Annual Meeting and stockholder
proposals for consideration at the next Annual Meeting that are not submitted for inclusion in Citis
proxy materials under Rule 14a-8, written notice of nominations and proposals must be provided by
the stockholder proponent to Citi in accordance with Citis By-laws. The notice must be delivered to
Citis Corporate Secretary between December 23, 2014 and January 22, 2015 and must comply with all
applicable provisions of Citis By-laws. You may obtain a copy of Citis By-laws by writing to the Corporate
Secretary at the address shown on the cover of this Proxy Statement.
Cost of Annual Meeting and Proxy Solicitation
Citi pays the cost of the Annual Meeting and the cost of soliciting proxies. In addition to soliciting proxies
by mail, Citi may solicit proxies by personal interview, telephone, and similar means. No Director, officer, or
employee of Citi will be specially compensated for these activities. Citi also intends to request that brokers,
banks, and other nominees solicit proxies from their principals and will pay the brokers, banks, and other
nominees certain expenses they incur for such activities. Citi has retained Morrow & Co., LLC, 470 West
Avenue, Stamford, CT 06902, a proxy soliciting firm, to assist in the solicitation of proxies, for an estimated
fee of $30,000 plus reimbursement of certain out-of-pocket expenses.
Householding
Under SEC rules, a single set of Annual Reports and Proxy Statements may be sent to any household at
which two or more stockholders reside if they appear to be members of the same family. Each stockholder
continues to receive a separate proxy card. This procedure, referred to as householding, reduces the
volume of duplicate information stockholders receive and reduces mailing and printing expenses. In
accordance with a notice sent to certain stockholders who shared a single address, only one Annual Report
and Proxy Statement will be sent to that address unless any stockholder at that address requested that
multiple sets of documents be sent. However, if any stockholder who agreed to householding wishes to
receive a separate Annual Report or Proxy Statement for 2014 or in the future, he or she may telephone
toll-free 1-800-542-1061 or write to Broadridge Financial Services, Inc., Householding Department,
51 Mercedes Way, Edgewood, NY 11717. Stockholders sharing an address who wish to receive a single set
of reports may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting
Broadridge at the address set forth above, if they are record holders.
Directions to Annual Meeting Location

Directions to the Renaissance St. Louis Grand Hotel
Driving Directions from the Lambert - St. Louis International Airport
1. Head northwest on Lambert International Boulevard toward Main Terminal
2. Make a U-turn at Airfield Service Road
3. Take the ramp to I-70 E/St. Louis
4. Merge onto I-70 E
5. Take Exit 249C to merge onto N. Broadway toward Convention Center/Busch Stadium
6. Turn right onto Washington Avenue
While the Renaissance St. Louis Grand Hotel is located at 800 Washington Avenue, we ask that
stockholders come through the Landmark Ballroom entrance located on Washington Avenue, between
9th and 10th Streets. If you are driving and need to use Valet parking, please use the hotels main entrance
off 8th Street at 800 Washington Avenue.
AMTRAK
St. Louis Gateway Station (STL)
430 South 15th Street
St. Louis, MO 63103
Public Transportation
MetroLink Convention Center Station - Located on Washington Avenue and 6th Street
Buses - 36X, 40X, 58X, 99, 174X, 410X
Light Rail - MetroLink is the St. Louis metropolitan regions light rail system and is operated by Metro as
part of a fully integrated regional transportation system. MetroLink has 37 stations and stretches 46 miles.
It serves several municipalities in St. Louis County, Missouri, St. Clair, and Monroe Counties in Illinois, and
the City of St. Louis.
A-1 2014 PROXY STATEMENT
ANNEX A
ADDITIONAL INFORMATION REGARDING PROPOSAL 4
Supplemental Information on Equity Plan Grants
Tables I and II below illustrate the overhang from our equity plans, and Table III shows our run rates
over the prior three calendar years.
Overhang refers to the potential stockholder dilution represented by outstanding employee equity
awards and shares available for future grants. We monitor simple overhang and fully diluted overhang,
which are calculated as follows:
Simple overhang =
Outstanding awards + Shares available for grant
Common shares outstanding
Fully diluted overhang =
Outstanding awards + Shares available for grant
Common shares outstanding + Outstanding awards
+ Shares available for grant
Simple overhang shows the number of common shares that may become issued and outstanding as
a percentage of the number of shares currently outstanding if all currently unvested stock awards vest,
all unexercised stock options are exercised, and if all shares still available for grant are ultimately issued
upon the vesting or exercise of awards yet to be made. Fully diluted overhang shows the percentage
of outstanding common equity that would be owned by employees in the future, assuming all shares
underlying currently unvested stock awards vest, all outstanding options are exercised, and all shares
currently available for grant are ultimately issued pursuant to future awards under the plan.
The following table shows as of December 31, 2013 the number of shares remaining available for
grant under the 2009 Plan, the number of shares subject to unvested full-value awards (i.e., restricted
and deferred stock awards), and the number of shares subject to unexercised stock options. The unvested
stock awards and unexercised options were granted under the 2009 Plan and its predecessor plan, the
Citigroup 1999 Stock Incentive Plan (1999 Plan). No SARs have been granted under any of the plans.
Table I
December 31, 2013
(in millions)
Shares available for grant 68.45
Unvested full-value awards 61.50
(1)
Unexercised options 31.51
(2)
Total 161.46
(1) Includes 1.89 million shares subject to unvested restricted stock awards. These unvested shares are already included in the
number of common shares outstanding.
(2) Of the shares subject to unexercised options, 1.43 million are subject to options granted under the 1999 Plan, and as such,
may not be re-granted as new awards under the 2014 Plan, the 2009 Plan or any other plan if the options expire unexercised.
If any shares subject to awards reflected in this table are used to pay exercise prices or withheld to pay taxes, they may not be
re-granted as new awards under the 2014 Plan, the 2009 Plan, or any other plan.
Our simple overhang and fully diluted overhang are stated in Table II below, as of December 31, 2013, and
as estimated as of April 22, 2014, assuming Proposal 4 is approved. The calculations are based on the
figures reported in Table I and common shares outstanding as of December 31, 2013. For these purposes,
it is assumed that the number of common shares outstanding on April 22, 2014, and the number of shares
subject to outstanding awards on April 22, 2014, will be the same as on December 31, 2013. If Proposal 4 is
approved, at April 22, 2014, up to 52 million shares will be available for future awards under the 2014 Plan.
Table II
December 31, 2013
April 22, 2014
(estimated)
Simple overhang 5.32% 4.78%
Fully diluted overhang 5.05% 4.56%
Run rate expresses the amount of equity in the form of stock options or stock awards a company grants
annually relative to its number of common shares outstanding. It is calculated as follows:
Run rate (%) =
Shares subject to options and awards granted during year
Common shares outstanding
Table III shows our run rates for the 12-month periods ending December 31, 2011, 2012 and 2013, and
the three-year average. The calculations are based on annual grant data contained in our annual reports on
Form 10-K and the basic weighted average number of common shares outstanding during those periods.
Table III
2011 2012 2013
Three-year
average
Run rates for 12-month periods ending December 31 1.44% 1.22% 0.72% 1.12%
Description of the Citigroup 2014 Stock Incentive Plan
The following is a description of certain important features of the 2014 Plan, the full text of which, as
proposed to be adopted by Proposal 4, is included in this Annex A. This summary is qualified in its entirety
by reference to the 2014 Plan document.
If Proposal 4 is approved, we intend to file a registration statement on Form S-8, pursuant to the Securities
Act of 1933, as amended, to register the shares authorized for grant under the 2014 Plan.
General. The 2014 Plan has a five-year term and provides for various types of awards denominated in
shares of Citi common stock to Citi employees, officers, and non-employee Directors. The purposes of the
2014 Plan are to align incentive compensation programs with Citis long-term business objectives and the
interests of stockholders, attract and retain employees by providing compensation opportunities that are
competitive within the global financial services industry, and provide compensation opportunities that do
not create incentives to take imprudent risks.
Administration. The 2014 Plan will be administered by the Personnel and Compensation Committee. All
members of the Personnel and Compensation Committee or a sub-committee thereof must satisfy the
requirements for independence of SEC Rule 16b-3 and remain qualified as outside directors within the
meaning of Section 162(m) of the Code. With respect to participants who are directors, the 2014 Plan will
be administered by the Board. The Personnel and Compensation Committee may delegate some or all of
its authority over administration of the 2014 Plan to one or more officers, directors, employees or other
plan administrators except with respect to persons who are Section 16(a) officers or covered employees
(as defined in Section 162(m) of the Code).
Eligibility. All employees of Citi within the broad definition set forth in the instructions to the SEC
Form S-8 registration statement, but expressly excluding consultants and advisors who are not members
of the Board generally are eligible to receive awards under the 2014 Plan. Based on worldwide
employment at December 31, 2013, approximately 251,000 persons would be eligible to participate in
the 2014 Plan. However, participation is discretionary awards are subject to approval by the Personnel
and Compensation Committee. In 2013, awards were made under the 2009 Plan to 13 non-employee
Directors, 14 executive officers and more than 7,800 employees worldwide.
Former employees are eligible to participate in the 2014 Plan, but only with respect to their last year of
service or substitute awards to replace awards granted by a prior employer acquired by Citi.
Shares subject to the 2014 Plan. Shares of Citi common stock issued in connection with awards under
the 2014 Plan may be shares that are authorized but unissued, or previously issued shares that have
been reacquired, or both. The initial share authorization under the 2014 Plan is the number of shares
remaining available for grant under the 2009 Plan when it expires on April 21, 2014 (but not to exceed
52 million shares).
The maximum number of shares of Citi common stock that may be issued under the 2014 Plan will not
be affected by the payment in cash of dividends or dividend equivalents in connection with outstanding
awards or by the granting of substitute awards, which are awards that are granted in connection
with a transaction between Citi or a subsidiary and another company in substitution or exchange for, or
conversion, adjustment, assumption or replacement of, awards previously granted by such company to any
of its employees.
If an award under the 2014 Plan is forfeited, canceled, or expires or is settled without the issuance of
shares, the shares subject to such award will be available for future grants under the 2014 Plan. However,
shares tendered by a participant or withheld by Citi to pay an option exercise price, withheld by Citi to
satisfy tax withholding obligations, covered by a stock-settled SAR (without regard to the number of
shares actually issued upon exercise), or withheld to satisfy any debt or other obligation owed to Citi, and
cancelled fractional shares will be considered issued and shall not be added to the maximum number of
shares that may be issued under the Plan.
The NYSE closing price of a share of Citi common stock on March 6, 2014, was $49.71.
Limits on awards. There are no limits to the class or classes of employees to which awards may be
granted under the 2014 Plan, or to the number of shares authorized for grant that may be granted pursuant
to the various types of awards permitted under the 2014 Plan. However, the 2014 Plan provides for certain
annual limits to the number of shares that may be granted pursuant to certain types of awards to individual
employees and Directors. Awards to an individual Director in a calendar year (including awards made at the
election of a Director in lieu of his or her cash retainer) may not exceed $900,000 in value, as determined
as of the date of each award. For all other eligible employees, the number of shares subject to stock
options or SARs granted during a calendar year may not exceed 1,000,000 shares, and the number of
shares that may be subject to stock awards granted in a calendar year may not exceed 1,000,000 shares,
unless granted subject to substitute awards that replace awards of a former employer acquired by the
Company.
Types of awards. The following types of awards may be made under the 2014 Plan. All of the awards
described below are subject to the terms, conditions, restrictions and limitations determined by the
Personnel and Compensation Committee subject to the terms of the 2014 Plan, including the individual
award limits described above.
Stock options. An award of a stock option under the 2014 Plan grants a participant the right to purchase
a specified number of shares of Citi common stock during a specified term in the future, after a vesting
period, at an exercise price equal to at least 100% of the fair market value (see below) of Citi common
stock on the grant date. The term of a stock option may not exceed 10 years from the date of grant. An
option granted under the 2014 Plan may be exercised by any method permitted by the Personnel and
Compensation Committee from time to time, including but not limited to net exercise or other cashless
exercise methods.
Stock appreciation rights (SARs). A SAR, upon exercise, entitles the participant to receive an amount
equal to the difference between the fair market value of Citi common stock on the exercise date and the
exercise price of the SAR (which may not be less than 100% of fair market value of a share of Citi common
stock on the grant date) times the number of shares subject to the SAR. Payment to a participant upon the
exercise of a SAR may be in cash and/or shares of Citi common stock.
Definition of fair market value. For purposes of setting the exercise price of any option or SAR granted
under the 2014 Plan, fair market value means the closing price on the NYSE (or on the principal national
securities exchange on which the common stock is traded or quoted, if not the NYSE) on the date on
which the stock option or SAR is granted. For all other purposes under the Plan, fair market value will be
as determined by the Personnel and Compensation Committee.
Stock payment. Subject to the terms of the 2014 Plan, the Personnel and Compensation Committee
may grant vested shares of Citi common stock as a stock payment. A stock payment may be in lieu of
cash compensation, but may be subject to restrictions on sale or transfer, or cancellation and recoupment,
as determined by the Personnel and Compensation Committee. A stock payment may be granted as,
or in payment of, a bonus (including without limitation any compensation that is intended to qualify as
performance-based compensation for purposes of Section 162(m) of the Code).
Restricted stock. A restricted stock award is an award of outstanding shares of Citi common stock that
does not vest until vesting conditions, as determined by the Personnel and Compensation Committee, are
satisfied, and which will be forfeited if conditions to vesting are not met. Participants may receive dividends
or dividend equivalent payments on the shares subject to their awards during the vesting period, unless
the awards are subject to one or more performance conditions, in which case the dividends or dividend
equivalents, if any, shall be paid only if and when, and only to the extent that, the underlying shares vest.
Unless the Personnel and Compensation Committee determines otherwise, participants who receive
awards of restricted stock are also generally entitled to direct the voting of the unvested shares underlying
their awards on matters submitted to a vote of stockholders. All shares underlying outstanding (unvested)
restricted stock awards as to which no voting instructions are received are voted proportionately, based on
the voting instructions received with respect to all other restricted shares.
Deferred stock. A deferred stock award is an unfunded, unsecured promise to deliver shares of Citi
common stock to the participant in the future, if the participant satisfies the conditions to vesting.
Participants do not have voting rights (their rights are no greater than a general unsecured creditor of the
Company), but may receive dividend equivalent payments during the vesting period, unless the awards are
subject to one or more performance conditions, in which case the dividend equivalents, if any, shall be paid
to participants only if and when, and only to the extent that, the underlying shares vest.
Other stock-based awards. Subject to the terms of the 2014 Plan and to the extent not prohibited
by applicable law, the Personnel and Compensation Committee may grant any other award that is
denominated in shares of Citi common stock and that may be settled by the delivery of shares and/or
cash, subject to terms and conditions determined by the Personnel and Compensation Committee. For the
avoidance of doubt, awards that by their terms shall be settled only in cash shall not be considered to have
been granted under the 2014 Plan.
Performance-based awards. Subject to the terms of the 2014 Plan, the Personnel and Compensation
Committee may grant awards that are subject to, or that may vest on an accelerated basis, upon
achievement of one or more performance conditions related to a performance period of not less than one
year. For these purposes, performance conditions may be established on a Citi-wide basis or with respect
to one or more business units or divisions or subsidiaries and may be based upon the achievement of any
goal or the satisfaction of any other criteria as may be determined by the Personnel and Compensation
Committee, including individual performance, other than remaining employed by Citi. A performance-
based award may be qualified under Section 162(m) of the Code. If such qualification is intended, the
Personnel and Compensation Committee shall designate the award as a qualified performance-based
award, following certain procedures set forth in the 2014 Plan, including with respect to the selection
of applicable performance conditions for purposes of such qualification and certification that such
performance conditions have been satisfied before a qualified performance-based award may be paid. (See
Performance conditions below for more information.)
Minimum vesting requirement. Awards may not vest in full prior to the third anniversary of the award
date, except that the Personnel and Compensation Committee may grant awards that vest in full in
less than three years if (i) on account of a participants retirement, death, disability, leave of absence or
termination of employment, or the sale or other disposition of the subsidiary employing a participant or
other similar event; (ii) upon satisfaction of a performance condition subject to a performance period of at
least one year; or (iii) as a substitute award to replace an award scheduled to vest in less than three years
from the date the substitute award is granted. Additionally, up to 10% of the shares authorized for grant
under the 2014 Plan may be granted as stock payments or subject to other awards that provide for vesting
in full in less than three years.
Performance conditions. An option or SAR granted with a premium exercise price (i.e., higher than fair
market value) and no other performance conditions shall not be considered to be subject to a performance
condition for purposes of the minimum vesting provision unless the exercise price is at least 125% of fair
market value at the date granted and vesting is not scheduled to occur prior to the first anniversary of the
grant date. In the case of a qualified performance-based award, the applicable performance conditions
must include one or more of the following objective performance conditions and be expressed in either,
or a combination of, absolute or relative values or a percentage of: revenue, revenue or product growth,
net income (pre- or after-tax), earnings, earnings per share, stockholders equity or return on stockholders
equity, assets or return on assets, return on risk-adjusted assets, capital or return on capital, return on
risk capital, book value or book value per share, economic value added models or equivalent metrics,
operating income, pre- or after-tax income, expenses or reengineering savings, margins, cash flow or cash
flow per share, stock price, total stockholder return, market share, debt reduction, net promoter scores,
operating efficiency ratios, expense ratios, liquidity ratios, or regulatory achievements. Performance
conditions may be used on an absolute or relative basis to measure the performance of Citi as a whole
or any business unit(s) and/or one or more branches or affiliates or any combination thereof, as the
Personnel and Compensation Committee may deem appropriate, and may be based on performance
determined on a per share basis (either basic or fully diluted) and/or as compared to the performance
of a group of peer or comparator companies, prior performance periods, a published or special index or
indices that the Personnel and Compensation Committee deems appropriate, or such other measures
selected or defined by the Personnel and Compensation Committee at the time of establishment of such
performance conditions.
Prohibition against repricing. The 2014 Plan prohibits any action under the 2014 Plan that would constitute
a repricing of any outstanding option or SAR granted under the 2014 Plan, the 2009 Plan or any other
plan of the Company or of any acquired company, except with the approval of the stockholders of the
Company. The 2014 Plan defines repricing to mean any action that constitutes a repricing under GAAP
or the rules of the NYSE, or any other modification or amendment to an outstanding option or SAR that has
the effect of reducing its exercise price (other than a permitted equitable adjustment), or any cancellation
of an outstanding option or SAR when its exercise price exceeds its fair market value in exchange for cash.
Prohibition of reload options. The 2014 Plan does not permit the grant of any reload options.
Repayment obligation; right of set-off. If the Personnel and Compensation Committee subsequently
determines that all conditions to vesting and payment of an award, or the vesting and exercisability of an
option or SAR, were not satisfied in full, the Personnel and Compensation Committee may cancel such
vesting or exercise and refuse to issue shares and immediately terminate the participants rights with
respect to such award (or improperly vested portion thereof). If the vesting or exercise of any such award
(or portion thereof) has already been settled by delivery of shares or cash, the participant shall be obligated,
upon demand, to return the shares or cash (or higher value received at vesting or exercise), to Citi, without
reduction for any shares or cash withheld to satisfy withholding tax or other obligations. The Plan also
provides for the set-off of vested awards against obligations a participant may owe to Citi, including but not
limited to the obligation to repay improperly vested or exercised awards.
Non-transferability. During the vesting period, and prior to the lapse of any sale restriction on shares
delivered upon exercise of an option or SAR, or the vesting of a stock award, awards and sale-restricted
shares are not transferable other than by will or the laws of descent and distribution. However, the
Personnel and Compensation Committee may permit stock options or shares issued as a result of an
option or SAR exercise but that are subject to a restriction on transferability to be transferred one time, and
without payment or consideration, to an immediate family member or a trust for the benefit of immediate
family members of a participant.
Adjustments. The 2014 Plan provides that the Personnel and Compensation Committee shall make
appropriate equitable adjustments to the maximum number of shares available for grant under the
2014 Plan and to the annual individual award limits expressed in numbers of shares, in the event of any
changes to the Companys capital structure, including a change in the number of shares outstanding on
account of any stock dividend, stock split, reverse stock split or any similar equity restructuring, or any
combination or exchange of equity securities, merger, consolidation, recapitalization, or reorganization
or similar transaction. In the event of any such transaction, or any extraordinary dividend, divestiture
or other distribution (other than ordinary cash dividends) of assets to stockholders, the Personnel and
Compensation Committee shall make appropriate equitable adjustments to the number or kind of shares
subject to outstanding awards, the exercise prices of outstanding options and SARs, and to performance
conditions, to the extent necessary to prevent the enlargement or diminution of participants rights.
Change of Control. The Personnel and Compensation Committee may, when an award is made or at
any time prior to, at or after the time of a Change of Control (see below), provide for the adjustment of
performance conditions to reflect the Change of Control, provide for the cancellation of outstanding awards
if the surviving or acquiring entity (or the surviving or acquiring entitys parent company) replaces the
awards with new rights of substantially equivalent value, provide for the acceleration of any time periods
or the waiver of any other conditions to vesting, exercise, payment or distribution of an award upon an
involuntary termination of a participants employment as a result of a Change of Control, or provide for
the purchase of any award. The vesting, payment, purchase or distribution of an award, however, may not
be accelerated by reason of a Change of Control for any participant unless the participants employment
is involuntarily terminated as a result of the Change of Control. For these purposes, a termination of
employment as a result of a Change of Control means involuntary termination of employment other than
for gross misconduct (as defined in the 2014 Plan) upon, or on or prior to the first anniversary of, the
Change of Control.
The 2014 Plan defines a Change of Control to mean (i) a person acquiring direct or indirect beneficial
ownership of Citigroup Inc. securities representing 30% or more of the combined voting power of then
outstanding securities of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including
the election of Directors whose election or nomination was approved by a majority of the then incumbent
Board); (iii) a sale, transfer or distribution of all or substantially all of the assets of Citigroup Inc., or a
dissolution or liquidation of Citigroup Inc.; or (iv) consummation of a reorganization, merger, consolidation
or other corporate transaction that results in stockholders of Citigroup Inc. not owning more than 50% of
the combined voting power of Citigroup Inc. or other corporation resulting from the transaction.
The 2014 Plan defines gross misconduct to mean conduct by a participant (i) while employed by Citi that
is competitive with its business operations, (ii) that is in breach of any obligation that participant owes to
Citi or of that participants duty of loyalty to Citi, (iii) that is materially injurious to Citi, or (iv) that otherwise
constitutes gross misconduct as determined by the Personnel and Compensation Committee.
Rights as a stockholder. Unless the Personnel and Compensation Committee determines otherwise, a
participant will not have any rights as a stockholder with respect to shares covered by an award until the
date that the participant becomes the holder of record with respect to such shares.
Tax withholding. Citi retains the right to deduct or withhold, or require the participant to remit to his or her
employer, an amount sufficient to satisfy federal, state and local and foreign taxes (including hypothetical
taxes owed to Citi by tax-equalized expatriates) required by law or regulation to be withheld with respect to
any taxable event as a result of the 2014 Plan. Any failure to timely pay tax-related obligations owing to Citi
in connection with an award may result in its cancellation.
Amendment and termination. The 2014 Plan may be amended, suspended or terminated by the
Personnel and Compensation Committee at any time, provided that no amendment shall be made without
stockholder approval if it would materially increase the number of shares available under the 2014 Plan,
materially expand the types of awards available under the 2014 Plan or the class of persons eligible to
participate in the 2014 Plan, materially extend the term of the 2014 Plan, materially change the method
of determining the exercise price of an option or SAR granted under the 2014 Plan, delete or limit the
prohibition against repricing, or otherwise require approval by stockholders in order to comply with
applicable law or the rules of the NYSE (or principal national securities exchange upon which Citis common
stock is traded or quoted). The Personnel and Compensation Committee retains the right to modify
outstanding awards without a participants prior consent if it determines that the modification is required
to comply with applicable law, regulation or regulatory guidance (including applicable tax law). Subject to
certain exceptions, any other modifications, if adverse to participants, shall not be effective without the
participants written consent.
Any future awards under the 2014 Plan will be granted at the discretion of the Personnel and Compensation
Committee and are not yet determinable.
Certain United States Federal Income Tax Consequences
The following is a brief summary of the principal United States federal income tax consequences of
transactions under the 2014 Plan, based on current United States federal income tax laws. This summary is
not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe
state, local or foreign tax consequences, which may be substantially different.
Restricted stock. A participant generally will not be taxed at the time of a restricted stock award but will
recognize taxable income when the award vests or otherwise is no longer subject to a substantial risk of
forfeiture. The amount of taxable income will be the fair market value of the shares at that time, less any
amount paid for the shares. Participants may elect to be taxed at the time of grant on the fair market value
of the shares included in the award by making an election under Section 83(b) of the Internal Revenue
Code within 30 days of the award date. If a restricted stock award subject to the Section 83(b) election is
subsequently forfeited, no deduction or tax refund will be allowed for the amount previously recognized
as income.
Unless a participant makes a Section 83(b) election, dividends or dividend equivalents paid to a participant
on shares of an unvested restricted stock award will be taxable to the participant as ordinary income.
If the participant made a Section 83(b) election, the dividends will be taxable to the participant as
dividend income.
Except as described under Certain Limitations on Deductibility of Executive Compensation below,
Citi will ordinarily be entitled to a deduction at the same time and in the same amount as the ordinary
income recognized by the participant. Unless a participant has made a Section 83(b) election, Citi will
also be entitled to a deduction, for federal income tax purposes, for dividends paid on unvested restricted
stock awards.
Deferred stock. A participant will generally not recognize taxable income on the grant of a deferred stock
award until shares subject to the award are distributed. The amount of this ordinary income will be the fair
market value of the shares of Citi common stock on the date of distribution. Any dividend equivalents paid
on unvested deferred stock awards are taxable as ordinary income when paid to the participant.
Except as described under Certain Limitations on Deductibility of Executive Compensation below, Citi
will ordinarily be entitled to a deduction at the same time and in the same amount as the ordinary income
recognized by the participant, including on any dividend equivalent payments made to the participant.
Stock payments. A participant will recognize taxable income on the grant of unrestricted stock, in an
amount equal to the fair market value of the shares on the grant date. Except as provided under Certain
Limitations on Deductibility of Executive Compensation below, Citi will ordinarily be entitled to a deduction
at the same time and in the same amount as the ordinary income recognized by the participant.
Options. Generally, a participant will not recognize taxable income on the grant of a stock option. Upon
the exercise of a stock option, a participant will recognize ordinary income in an amount equal to the
difference between the fair market value of the Citi common stock received on the date of exercise and
the option cost (number of shares purchased multiplied by the exercise price per share). The participant
will recognize ordinary income upon the exercise of the option even though the shares acquired may be
subject to further restrictions on sale or transferability. Except as described under Certain Limitations
on Deductibility of Executive Compensation below, Citi will ordinarily be entitled to a deduction on
the exercise date in an amount equal to the amount of ordinary income recognized by the participant
upon exercise.
Generally, upon a subsequent sale of shares acquired in an option exercise, the difference between the
sale proceeds and the cost basis of the shares sold will be taxable as a capital gain or loss, including any
sale of shares freed from sale restrictions to fund the payment of taxes incurred at exercise.
The 2014 Plan does not provide for awards of incentive stock options, which have different tax
consequences under the Code.
SARs. Generally, a participant will not recognize taxable income upon the grant of a SAR, but will
recognize ordinary income upon the exercise of a SAR in an amount equal to the cash amount received
upon exercise (if the SAR is cash-settled) or the fair market value of the Citi common stock received upon
exercise (if the SAR is stock settled).
Withholding. Citi will deduct or withhold, or require the participant to remit to his or her employer, an
amount sufficient to satisfy the minimum federal, state and local and foreign taxes required by law or
regulation to be withheld with respect to any taxable event as a result of a transaction under the 2014 Plan.
Certain limitations on deductibility of executive compensation. With certain exceptions, Section 162(m)
of the Code limits the deduction to Citi for compensation paid to the chief executive officer and the
three other most highly compensated executive officers, other than the chief financial officer (covered
employees) to $1 million per executive per taxable year. However, compensation paid to covered
employees will not be subject to such deduction limit if it is considered qualified performance-based
compensation within the meaning of Section 162(m) of the Code. The 2014 Plan is designed so that
options and SARs qualify for this exemption, and it permits the Personnel and Compensation Committee to
grant other awards designed to qualify for this exemption. The Personnel and Compensation Committee is
authorized to grant awards that are not qualified under Section 162(m) of the Code.
The accelerated vesting of awards under the 2014 Plan upon termination of employment as a result of
a change of control of Citigroup Inc. could result in a participant being considered to receive excess
parachute payments (as defined in Section 280G of the Code), which payments are subject to a 20%
excise tax imposed on the participant. Citi would not be able to deduct the excess parachute payments
made to a participant.
Section 409A of the Code. Certain awards under the 2014 Plan may be subject to Section 409A,
which regulates nonqualified deferred compensation (as defined in Section 409A). If an award under
the 2014 Plan (or any other Citi plan) that is subject to Section 409A is not administered in compliance
with Section 409A, then all compensation under the 2014 Plan that is considered nonqualified deferred
compensation (and awards under any other Citi plan that are required pursuant to Section 409A to be
aggregated with the award under the 2014 Plan) will be taxable to the participant as ordinary income in
the year of the violation, or if later, the year in which the compensation subject to the award is no longer
subject to a substantial risk of forfeiture. In addition, the participant will be subject to an additional tax
equal to 20% of the compensation that is required to be included in income as a result of the violation,
plus interest from the date that the compensation subject to the award was required to be included in
taxable income.
Section 457A of the Code. Awards under the 2014 Plan that constitute nonqualified deferred
compensation (as defined in Section 457A) to participants employed by nonqualified entities (as defined
in Section 457A) are subject to U.S. income inclusion in the year in which the awards are no longer subject
to a substantial risk of forfeiture, which may occur prior to when shares are distributable to a participant
pursuant to the terms of the award. Reporting and withholding requirements may apply. A failure to timely
report U.S. income or pay associated taxes in accordance with Section 457A may result in late tax payment
or under-reporting penalties for an affected participant, and in certain circumstances, an additional 20%
tax. Generally, a nonqualified entity is any foreign corporation unless substantially all of its income
is effectively connected with the conduct of a trade or business in the U.S., or unless it is subject to a
comprehensive foreign income tax. Certain entities that would be taxed as partnerships in the U.S. also
may be treated as nonqualified entities unless substantially all income of the entity (or allocated by the
entity to its partners) is subject to U.S. income tax or another comprehensive foreign income tax.
Equity Compensation Plan Information
All of Citis outstanding equity awards have been granted under two stockholder approved plansthe 2009
Plan and the 1999 Plan. There are no longer any awards outstanding under plans for which stockholder
approval was not required or sought. All awards under the 1999 Plan were granted prior to April 21, 2009.
Effective April 21, 2009, stockholders approved adoption of the 2009 Plan, and the 1999 Plan was
terminated as a source of shares for future awards. Stockholders approved amendments to the 2009 Plan
effective April 20, 2010, April 21, 2011, April 17, 2012, and April 24, 2013.
The information below is as of December 31, 2013.
Plan Category
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(in millions)
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(in millions)
Equity compensation plans approved by
security holders 93.00
(1)
$50.72 68.45
(2)
Equity compensation plans not approved by
security holders 0 0
Total 93.00 $50.72 68.45
(1) Includes 59.61 million shares issuable upon the vesting of deferred stock awards. Also includes 1.88 million shares that
as of December 31, 2013 were estimated will be issued as stock payments to settle awards under a plan that generally
pays out in cash, but for which certain employees a portion of the payment must be in the form of equity to comply with
regulatory requirements.
(2) Represents shares available for grant pursuant to various types of awards under the 2009 Plan. The 2009 Plan will expire
pursuant to its terms on April 21, 2014. If the proposal to adopt the 2014 Plan is approved, shares remaining available for
grant under the 2009 Plan at its termination (not to exceed 52 million shares) may be issued pursuant to awards that may be
granted under the 2014 Plan.
CITIGROUP 2014 STOCK INCENTIVE PLAN
(effective April 22, 2014, subject to stockholder approval)
1. Purpose
The purposes of the Citigroup 2014 Stock Incentive Plan (the Plan) are to (i) align incentive compensation
programs with the Companys long-term business objectives and the interests of stockholders; (ii) attract
and retain Employees by providing compensation opportunities that are competitive within the global
financial services industry; and (iii) provide compensation opportunities that do not create incentives to take
imprudent risks.
2. Effective Date and Term
The Plan will become effective upon the date it is approved by the stockholders of the Company (the
Effective Date). Unless terminated earlier by the Committee, the Plan will expire on the date of the
annual general meeting of stockholders to be held in 2019. The Plan replaces the Prior Plan for Awards
granted on or after the Effective Date. Awards may not be granted under the Prior Plan beginning on the
Effective Date, but the adoption and effectiveness of the Plan will not affect the terms or conditions of any
outstanding awards granted under the Prior Plan or any other plan prior to the Effective Date.
3. Definitions
Award shall mean an Option, SAR or Stock Award granted under the Plan.
Award Agreement shall mean the paper or electronic document evidencing an Award granted
under the Plan.
Board shall mean the Board of Directors of the Company.
Change of Control shall have the meaning set forth in Section 11.
Code shall mean the Internal Revenue Code of 1986, as amended, including any rules and
regulations promulgated thereunder.
Committee shall mean the Personnel and Compensation Committee of the Board, or a sub-
committee thereof, the members of which shall satisfy the requirements of Rule 16b-3 of the 1934
Act and who, or another sub-committee thereof, shall also qualify, and remain qualified, as outside
directors, as defined in Section 162(m) of the Code; provided, however, that with respect to the
application of the Plan to Directors, unless specifically provided otherwise herein, the Board. Unless
expressly provided otherwise herein or not permitted by applicable law, Committee includes any
authorized delegate of the Committee, including each Plan Administrator. For avoidance of doubt,
a failure of one or more members of the Committee to satisfy the requirements of Rule 16b-3 of
the 1934 Act or Section 162(m) of the Code shall not impair the validity of actions taken by the
Committee, including the granting of any Award.
Common Stock shall mean the common stock of the Company, par value $.01 per share.
Company shall mean Citigroup Inc., a Delaware corporation.
Covered Employee shall mean covered employee as such term is defined in Section 162(m)(3)
of the Code.
Deferred Stock Award shall mean an Award payable in shares of Common Stock at the end of a
specified deferral period that is subject to the terms, conditions, limitations and restrictions set forth in
the Plan and an Award Agreement.
Director shall mean a member of the Board who is not also an active employee or officer of the
Company or a Subsidiary.
Employee shall have the meaning set forth in General Instruction A to the Registration Statement
on Form S-8 promulgated under the Securities Act of 1933, as amended, or any successor form or
statute, as determined by the Committee. Notwithstanding the foregoing, consultants and advisors
(other than Directors) shall not be eligible to receive Awards under the Plan.
Fair Market Value shall mean, in the case of a grant of an Option or a SAR, the closing price of a
share of Common Stock on the New York Stock Exchange (or, if the Common Stock is not traded on
the New York Stock Exchange, the principal national securities exchange upon which the Common
Stock is traded or quoted) on the date on which the Option or the SAR is granted. For all other
purposes of administering an Award (including Options and SARs granted as Substitute Awards),
Fair Market Value shall be as determined pursuant to the valuation methodology approved for such
purpose by the Committee.
GAAP shall mean U.S. generally accepted accounting principles.
Gross Misconduct shall mean any conduct by a Participant (i) while employed by the Company
or a Subsidiary that is competitive with the Companys or any Subsidiarys business operations,
(ii) that is in breach of any obligation that Participant owes to the Company or any Subsidiary or of
that Participants duty of loyalty to the Company or any Subsidiary, (iii) that is materially injurious to
the Company or any Subsidiary, or (iv) that otherwise constitutes gross misconduct as determined
pursuant to guidelines adopted by the Committee or a duly authorized Plan Administrator.
Option shall mean the right to purchase a specified number of shares of Common Stock at a
stated exercise price for a specified period of time subject to the terms, conditions, limitations and
restrictions set forth in the Plan and an Award Agreement.
Participant shall mean an Employee or former Employee who holds an Award under the Plan (and
the legal representative of the estate of a deceased Participant).
Performance Condition shall mean any condition to the vesting of an Award based on the
performance of the Company (including one or more of its Subsidiaries), the performance of any
branch, business unit of the Company (or of any Subsidiary), or the performance of an individual
Participant (other than remaining employed by the Company or a Subsidiary), whether based on
absolute or relative performance measures, and whether or not the Award is intended to be a
Qualified Performance-Based Award.
Plan Administrator shall mean any officer or employee of the Company or a Subsidiary
performing a function related to administration of the Plan as part of his or her normal job duties, and
any director, officer, or employee, whether acting alone or as part of a committee or other group, or
non-employee agent, to whom any authority over any matter related to administration of the Plan or
any Award has been directly or indirectly delegated by the Committee.
Prior Plan shall mean the Citigroup 2009 Stock Incentive Plan.
Qualified Performance-Based Award shall mean any Award (other than an Option or SAR
that otherwise qualifies as performance-based compensation under Section 162(m) of the Code)
designated as such by the Committee at the time of grant, based upon a determination that (a) the
Participant is or may be a Covered Employee in the year in which the Company would expect to be
able to claim a tax deduction with respect to such Award, and (b) the Committee intends for the
Award to satisfy the requirements of Section 162(m) of the Code.
Repricing shall mean any action that constitutes a repricing under GAAP or the rules of the
New York Stock Exchange (including any modification or amendment to an outstanding Option or SAR
that has the effect of reducing its exercise price, other than an adjustment to an outstanding Award
that is consistent with the requirements of Section 6(d)), and any cancellation of an Option or SAR
when its exercise price exceeds Fair Market Value in exchange for cash.
Restricted Stock Award shall mean an Award of Common Stock that is subject to the terms,
conditions, limitations, and restrictions set forth in the Plan and an Award Agreement.
SAR shall mean stock appreciation right, which is a right to receive a payment, during a specified
term, in cash, Common Stock, or a combination thereof, in an amount equal to the excess of the Fair
Market Value of a specified number of shares of Common Stock at the time the SAR is exercised
over the exercise price of such SAR, which right is subject to the terms, conditions, limitations and
restrictions set forth in the Plan and an Award Agreement.
Section 16(a) Officer shall mean an Employee who is subject to the reporting requirements of
Section 16(a) of the 1934 Act.
Stock Award shall mean a Deferred Stock Award, a Restricted Stock Award, a Stock Payment or
Other Stock-Based Award.
Stock Payment shall mean an immediately vested payment in shares of Common Stock that may
or may not be in lieu of cash.
Subsidiary shall mean any of the consolidated subsidiaries of the Company.
Substitute Award shall mean an Award designated as such and granted in connection with a
transaction between the Company or a Subsidiary and another entity or business in substitution or
exchange for, or conversion, adjustment, assumption or replacement of, awards previously granted by
such other entity to any individuals who have become Employees of the Company or any Subsidiary
as a result of such transaction or who were formerly employed by the acquired entity. An Award
granted as an inducement to joining the Company or a Subsidiary in replacement of an award forfeited
when leaving a previous employer to join the Company or a Subsidiary shall not be considered a
Substitute Award.
1934 Act shall mean the Securities Exchange Act of 1934, as amended, including the rules and
regulations promulgated thereunder and any successor thereto.
4. The Committee
(a) Committee Authority. The Committee shall have full and exclusive power to administer
and interpret the Plan, to grant Awards and to adopt such administrative rules, regulations,
procedures and guidelines governing the Plan and Awards as it deems appropriate from time to
time. The Committees authority shall include, but not be limited to, the authority to (i) determine
the type of Awards to be granted under the Plan; (ii) select Award recipients and determine
the extent of their participation; and (iii) establish all other terms, conditions, limitations and
restrictions applicable to Awards, Award programs and the shares of Common Stock issued
pursuant thereto. Subject to the limitations set forth in the Plan, the Committee may suspend,
accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards,
waive any conditions or restrictions imposed with respect to Awards or the Common Stock
issued pursuant to Awards, and make any and all other determinations that it deems appropriate
with respect to the administration of the Plan.
(b) Administration of the Plan. The administration of the Plan shall be managed by the
Committee. The Committee shall have the power to prescribe and modify, as necessary,
the form of Award Agreement, to correct any defect, supply any omission or clarify any
inconsistency in the Plan and/or in any Award Agreement and to take such actions and make
such administrative determinations that the Committee deems appropriate. Any decision of the
Committee in the administration of the Plan shall be final, binding and conclusive on all parties
concerned, including the Company, its stockholders and Subsidiaries and all Participants.
(c) Delegation of Authority. To the extent not inconsistent with applicable law, the rules of
the New York Stock Exchange or other provisions of the Plan, the Committee may at any time
delegate to a Plan Administrator some or all of its authority over the administration of the Plan,
with respect to persons who are not Section 16(a) Officers or Covered Employees. Actions taken
or determinations made by or ratified by a duly authorized Plan Administrator shall have the same
force and effect as if undertaken or made by the Committee, and all references in the Plan to the
Committee (except with respect to actions or determinations related exclusively to Section 16(a)
Officers or Covered Employees) shall be deemed to include a reference to a duly authorized
Plan Administrator.
(d) Prohibition Against Repricing. Notwithstanding any provision of the Plan to the contrary, in
no event shall any action be taken under the Plan that constitutes a Repricing of any Option or
SAR granted under the Plan, or of any option or stock appreciation right granted under the Prior
Plan or any other plan of the Company or of an acquired company, except with approval of the
stockholders of the Company.
(e) Indemnification. No member of the Committee or any Plan Administrator shall be personally
liable for any action or determination made with respect to the Plan, except for his or her
own willful misconduct or as expressly provided by statute. The members of the Committee
and every Plan Administrator shall be entitled to indemnification and reimbursement from
the Company, to the extent permitted by applicable law and the By-laws and policies of the
Company. In the performance of its functions under the Plan, the Committee (and each
member of the Committee and every Plan Administrator) shall be entitled to rely in good faith
upon information and advice furnished by the Companys officers, employees, accountants,
counsel and any other party they deem appropriate, and neither the Committee nor any Plan
Administrator shall be liable for any action taken or not taken in reliance upon any such advice.
5. Participation
(a) Eligible Employees. The Committee shall determine which Employees shall be eligible to
receive Awards under the Plan, provided that consultants and advisors (other than members of
the Board in their roles as such) shall not be eligible to receive Awards under the Plan. Former
Employees may be eligible to receive Awards under the Plan, but only if a Substitute Award or
with respect to their last year of service. With respect to Employees subject to U.S. income tax,
Options and SARs (unless Substitute Awards) shall only be granted to such Employees who
provide direct services to the Company or a Subsidiary of the Company as of the date of grant of
the Option or SAR.
(b) Participation by Employees of Subsidiaries. Employees of Subsidiaries may participate in
the Plan upon approval of Awards to such Employees by the Committee. Awards to Employees
of Subsidiaries may be conditioned upon the Subsidiarys agreement to reimburse the Company
for costs and expenses of such participation, as determined by the Committee.
(c) Participation Outside of the United States. In order to facilitate the granting of Awards to
Employees who are foreign nationals or who are employed outside of the U.S., the Committee
may provide for such special terms and conditions, including, without limitation, substitutes for
Awards, as the Committee may consider necessary or appropriate to accommodate differences
in local law, tax policy or custom.
(d) Maximum Individual Awards
(i) Limits on Awards to Directors. Awards under the Plan in any calendar year to a Director
in respect of service as a Director (including Awards made at the election of a Director in
lieu of all or any portion of his or her cash retainers) may not exceed $900,000 in value,
based on the combined grant-date fair value of each Stock Award and the grant-date fair
value (in each case as determined in accordance with GAAP) of each Option or SAR that is
granted during a calendar year.
(ii) Limits on Options and SARs. The aggregate number of shares of Common Stock that
may be subject to all Options and SARs granted to an individual Employee (other than as
a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment
pursuant to Section 6(d)).
(iii) Limits on Stock Awards. The aggregate number of shares of Common Stock that may
be subject to all Stock Awards granted to an individual Employee (other than as a Director)
in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to
Section 6(d)).
(iv) Substitute Awards. Notwithstanding the foregoing, shares subject to an Award that is a
Substitute Award shall not count against any individual Award limit in this Section 5(d).
6. Available Shares of Common Stock
(a) Shares Subject to the Plan. Common Stock issued pursuant to Awards granted under the
Plan may be shares that have been authorized but unissued, or have been previously issued
and reacquired by the Company, or both. Reacquired shares may consist of shares purchased in
open market transactions or otherwise. Pursuant to and subject to the other provisions of this
Section 6, the aggregate number of shares of Common Stock that may be issued pursuant to
Awards granted under the Plan shall not exceed the sum of (i) the number of shares remaining
available for grant under the Prior Plan on the date of its termination (not to exceed 52 million
(52,000,000) shares), and (ii) any additional number of shares that may be authorized for
issuance pursuant to any amendments to the Plan approved by stockholders of the Company
after the Effective Date.
(b) Forfeited and Expired Awards. Awards granted under the Plan that are forfeited, expire or
are canceled or settled without issuance of shares shall not count against the maximum number
of shares that may be issued under the Plan as set forth in Section 6(a) and shall be available
for future Awards under the Plan. Notwithstanding the foregoing, any and all shares of Common
Stock that are (i) withheld or tendered in payment of an Option exercise price; (ii) withheld by
the Company to satisfy any tax withholding obligation; (iii) covered by a SAR (to the extent that
it is settled in shares of Common Stock, without regard to the number of shares of Common
Stock that are actually issued to the Participant upon exercise); (iv) withheld by the Company to
satisfy any debt or other obligation owed to the Company or any Subsidiary, and (v) any fractional
shares of Common Stock that are cancelled pursuant to Section 7(f), shall be considered issued
pursuant to the Plan and shall not be added to the maximum number of shares that may be
issued under the Plan as set forth in Section 6(a).
(c) Other Items Not Included in Allocation. The maximum number of shares that may be
issued under the Plan as set forth in Section 6(a) shall not be affected by (i) the payment in
cash of dividends or dividend equivalents in connection with outstanding Awards; or (ii) the
grant of Substitute Awards. Any shares purchased by or on behalf of Participants in a dividend
reinvestment program established under the Plan shall not count against the maximum number
of shares that may be issued under the Plan as set forth in Section 6(a), provided that such
shares are purchased in open-market transactions or are treasury shares purchased directly from
the Company at Fair Market Value at the time of purchase. Unless the Committee determines
otherwise, Section 16(a) Officers may not participate in dividend reinvestment programs
established under the Plan.
(d) Adjustments. In the event of any change in the Companys capital structure, including but
not limited to a change in the number of shares of Common Stock outstanding, on account
of (i) any stock dividend, stock split, reverse stock split or any similar equity restructuring, or
(ii) any combination or exchange of equity securities, merger, consolidation, recapitalization,
reorganization, or divesture or any other similar event affecting the Companys capital
structure, to reflect such change in the Companys capital structure, the Committee shall make
appropriate equitable adjustments to (i) the maximum number of shares of Common Stock
that may be issued under the Plan as set forth in Section 6(a); and (ii) to the extent permitted
under Section 162(m) of the Code, the maximum number of shares that may be granted
to any single individual pursuant to the limits set forth in Section 5(d). In the event of any
extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of
assets to stockholders, or any transaction or event described above, to the extent necessary to
prevent the enlargement or diminution of the rights of Participants, the Committee shall make
appropriate equitable adjustments to the number or kind of shares subject to an outstanding
Award, the exercise price applicable to an outstanding Award, and/or a Performance Condition.
Any adjustments under this Section 6(d) shall be made in a manner that does not adversely
affect the exemption provided pursuant to Rule 16b-3 under the 1934 Act or qualification under
Section 162(m) of the Code, to the extent each may be applicable. The Company shall give each
Participant notice of an adjustment to an Award hereunder and, upon notice, such adjustment
shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee
shall decline to adjust any Award made to a Participant if such adjustment would violate
applicable law.
7. Awards Under The Plan
Awards under the Plan may be granted as Options, SARs or Stock Awards, as described below. Awards
may be granted singly, in combination or in tandem as determined by the Committee. Subject to the terms
of the Plan (including but not limited to the minimum vesting requirement of Section 7(d)), Awards shall
have such terms, conditions, limitations and restrictions as may be determined by the Committee from
time to time, and may include vesting, forfeiture, and clawback provisions.
(a) Options. Options shall expire after such period, not to exceed ten years, as may be determined
by the Committee. If an Option is exercisable in installments, such installments or portions
thereof that become exercisable shall remain exercisable until the Option expires or is otherwise
canceled pursuant to its terms or the terms of the Plan. In no event shall any Option issued
under the Plan be a reload Option or carry any similar rights.
(i) Exercise Price. The Committee shall determine the exercise price per share for each
Option, which shall not be less than 100% of the Fair Market Value on the grant date,
unless the Option is a Substitute Award.
(ii) Exercise of Options. Upon satisfaction of the applicable conditions relating to vesting and
exercisability, as determined by the Committee, and upon provision for the payment in full
of the exercise price and applicable taxes due, the Participant shall be entitled to exercise
the Option and receive the number of shares of Common Stock issuable in connection
with the Option exercise. The shares issued in connection with the Option exercise may be
subject to such conditions and restrictions as the Committee may determine, from time to
time. An Option may be exercised by any method as may be permitted by the Committee
from time to time, including but not limited to any net exercise or other cashless
exercise method.
(b) Stock Appreciation Rights. SARs granted under the Plan shall expire after such term, not
to exceed ten years, as may be determined by the Committee. The exercise price per share of
Common Stock subject to a SAR shall not be less than 100% of Fair Market Value on the grant
date, unless the SAR is a Substitute Award.
(c) Stock Awards
(i) Stock Payment. Subject to the terms of the Plan, the Committee may grant vested
shares of Common Stock as a Stock Payment. A Stock Payment may be in lieu of cash
compensation, but may be subject to restrictions on sale or transfer, or cancellation and
recoupment, as determined by the Committee. A Stock Payment under the Plan may be
granted as, or in payment of, a bonus including without limitation any compensation that is
intended to qualify as performance-based compensation for purposes of Section 162(m) of
the Code, determined pursuant to any other plan. Any shares of Common Stock granted as
a Stock Payment in lieu of cash compensation shall be valued at their Fair Market Value.
(ii) Restricted Stock. Unvested shares of Common Stock issued pursuant to a Restricted
Stock Award shall be entitled to voting rights as provided in Section 9, unless determined
otherwise by the Committee. Upon satisfaction of all conditions to vesting and any tax
withholding obligations, and upon the lapse of any post-vesting restrictions on sale or
transfer, shares of Common Stock subject to a Restricted Stock Award shall be delivered
to the Participant free of restriction. A Restricted Stock Award may, but need not be, a
Qualified Performance-Based Award.
(iii) Deferred Stock. A Deferred Stock Award represents only an unfunded, unsecured
promise to deliver shares of Common Stock in the future and does not give a Participant
any greater rights than those of an unsecured general creditor of the Company. Upon
satisfaction of all conditions to vesting and any tax withholding obligations, shares of
Common Stock subject to a vested Deferred Stock Award will be issued, and upon the
lapse of any post-vesting restrictions on sale or transfer, such shares of Common Stock will
be delivered to Participant free of restriction. A Deferred Stock Award may, but need not be,
a Qualified Performance-Based Award.
(iv) Other Stock-Based Awards. To the extent not prohibited by applicable law, the
Committee may grant any other Award that is denominated in shares of Common Stock
and that may be settled in cash and/or by the delivery of shares of Common Stock (for the
avoidance of doubt, an award that by its terms may be settled only in cash shall not be an
Award under this Plan). An Other Stock-Based Award may, but need not be, a Qualified
Performance-Based Award.
(d) Minimum Vesting. Awards shall not vest in full prior to the third anniversary of their grant
date; provided, however, that the Committee may grant Awards that vest in full in less than three
years if (i) on account of a Participants retirement, death, disability, leave of absence, termination
of employment, or upon the sale or other disposition of a Participants employer or any other
similar event, as specified in the Award Agreement, (ii) upon satisfaction of a Performance
Condition subject to a performance period of at least one year, or (iii) as a Substitute Award in
replacement of an award scheduled to vest in full in less than three years from the date of grant
of such Substitute Award. Notwithstanding the foregoing, up to 10% of the shares of Common
Stock authorized for issuance under the Plan pursuant to Section 6(a) (as it may be adjusted
pursuant to Section 6(d)) may be granted as Stock Payments or subject to other Awards that
provide for vesting in full in less than three years.
(e) Performance-Based Awards
(i) The Committee may grant Awards that are subject to, or may vest on an accelerated basis
upon, the achievement of one or more Performance Conditions related to a period of
performance of not less than one year. A premium-priced Option or SAR that is subject to
no other Performance Condition shall be considered to have a Performance Condition (for
purposes of Setion 7(d)) only if its exercise price is at least 125% of Fair Market Value on
the grant date. If an Award is designated as a Qualified Performance-Based Award, it shall
be administered as set forth in Section 7(e)(ii).
(ii) The Committee may at the time of grant of any Award (other than an Option or SAR that
otherwise qualifies under Section 162(m) of the Code) designate such Award as a Qualified
Performance-Based Award. Qualified Performance-Based Awards shall be administered in
accordance with the following procedures:
A. Vesting of the Award or the maximum amount of the Award eligible to vest shall be
determined based on the attainment of written objective Performance Conditions
selected by the Committee in accordance with Section 7(e)(ii)(B) for a performance
period established by the Committee while the attainment of the Performance
Conditions for that performance period is substantially uncertain and not more than
90 days after the commencement of the performance period, which may not be less
than one year.
B. The vesting of a Qualified Performance-Based Award or the maximum amount of
a Qualified Performance-Based Award eligible to vest must be based on one or
more of the following objective Performance Conditions and expressed in either, or
a combination of, absolute or relative values or a percentage of: revenue, revenue
or product growth, net income (pre- or after-tax), earnings, earnings per share,
stockholders equity or return on stockholders equity, assets or return on assets,
return on risk-adjusted assets, capital or return on capital, return on risk capital, book
value or book value per share, economic value-added models or equivalent metrics,
operating income, pre- or after-tax income, expenses or reengineering savings,
margins, cash flow or cash flow per share, stock price, total shareholder return, market
share, debt reduction, net promoter scores, operating efficiency ratios, expense ratios,
liquidity ratios, or regulatory achievements. Such Performance Conditions may be
used on an absolute or relative basis to measure the performance of the Company as
a whole, any business unit(s) of the Company and its Subsidiaries and/or one or more
of its branches or affiliates, or the performance of an individual Covered Employee,
and may be used in any combination as the Committee may deem appropriate. Such
Performance Conditions may be based on performance determined on a per share
basis (either basic or fully diluted) and/or as compared to the performance of a group
of peer or comparator companies, prior performance periods, a published or special
index or indices that the Committee deems appropriate, or such other measures
selected or defined by the Committee at the time such Performance Conditions
are established.
C. Upon the conclusion of each performance period, the Committee shall determine
whether the applicable Performance Conditions established in accordance with
Section 7(e)(ii)(A) and (B) have been met with respect to each Participant, and if
so, shall certify in writing that such Performance Conditions have been met and the
amount payable pursuant to each Participants Qualified Performance-Based Award.
No Qualified Performance-Based Award will be paid for a performance period until
such certification is made by the Committee.
(iii) Except as otherwise expressly provided, all financial terms used in defining a Performance
Condition shall be as defined under GAAP or such other objective principles (including but
not limited to International Financial Reporting Standards) as may be designated by the
Committee, and may provide for such objectively determinable adjustments, modifications
or amendments as the Committee deems appropriate, including (but not limited to) with
respect to items determined to be extraordinary or unusual in nature or infrequent in
occurrence, or that are related to discontinued operations, the disposal of a business or
assets, or a change in accounting principle under GAAP, or that are attributable to the
business operations of any entity acquired by the Company or a Subsidiary during a relevant
performance period.
(f) Fractional Shares. The Company shall not be obligated to issue any fractional shares of
Common Stock in settlement of Awards granted under the Plan. If an Award includes or results
for any reason in an entitlement to a fractional share, the Award shall be settled in full by
issuance of the maximum whole number of shares of Common Stock the Participant is entitled
to receive pursuant to the terms of the Award (upon satisfaction of all applicable conditions
to the issuance of shares) and the Company may cancel the fractional share without any
compensation to the Participant.
8. Dividends and Dividend Equivalents
The Committee may provide that Stock Awards shall earn dividends or dividend equivalents. Such
dividends or dividend equivalents may be paid currently or may be credited to an account maintained on
the books of the Company. Any payment or crediting of dividends or dividend equivalents will be subject
to such terms, conditions, limitations and restrictions as the Committee may establish, from time to
time, including, without limitation, reinvestment in additional shares of Common Stock or common share
equivalents. Notwithstanding the foregoing, the Committee may not provide for the current payment of
dividends or dividend equivalents with respect to any shares of Common Stock subject to an Award with a
Performance Condition; for such Awards, the Committee may only provide for the accrual of dividends or
dividend equivalents that will not be payable to a Participant unless and until, and only to the extent that,
the shares of Common Stock subject to the Award vest upon satisfaction of the relevant Performance
Condition and all other applicable conditions to vesting. Dividend or dividend equivalent rights shall be as
specified in the Award Agreement, or pursuant to a resolution adopted by the Committee with respect to
outstanding Awards. No dividends or dividend equivalents shall be paid on Options or SARs.
9. Voting
Unless the Committee has determined otherwise, a Participant shall have the right to direct the vote of
shares of Common Stock subject to an unvested Restricted Stock Award. Unvested shares of Common
Stock that are eligible to vote shall be voted by a Plan Administrator in accordance with instructions
received from Participants (unless to do so would constitute a violation of any applicable exchange rules).
Shares subject to unvested Restricted Stock Awards as to which no instructions are received shall be
voted by the Plan Administrator proportionately in accordance with instructions received with respect to all
other unvested Restricted Stock Awards (including, for these purposes, outstanding awards granted under
the Prior Plan and any other non-qualified stock incentive plan of the Company) that are eligible to vote
(unless to do so would constitute a violation of any applicable exchange rules).
10. Nontransferability
Awards granted under the Plan, and during any period of restriction on transferability, shares of Common
Stock issued in connection with the exercise of an Option or a SAR, or vesting of a Stock Award may
not be sold, pledged, hypothecated, assigned, margined or otherwise transferred by a Participant in any
manner other than by will or the laws of descent and distribution, unless and until the shares underlying
such Award have been issued, and all restrictions applicable to such shares have lapsed or have been
waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts
or engagements of a Participant or his or her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether
such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy and divorce), and any
attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in
any way. Notwithstanding the foregoing, the Committee may permit Options and/or shares issued in
connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be
transferred one time and without payment or consideration to a member of a Participants immediate
family or to a trust or similar vehicle for the benefit of a Participants immediate family members. During
the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant
or, if applicable pursuant to the preceding sentence, a permitted transferee.
11. Change of Control of the Company
(a) The Committee may, at the time an Award is made or at any time prior to, coincident with or
after the time of a Change of Control:
(i) provide for the adjustment of any Performance Conditions as the Committee deems
necessary or appropriate to reflect the Change of Control;
(ii) provide for the cancellation of any Awards then outstanding if the surviving entity or
acquiring entity (or the surviving or acquiring entitys parent company) in the Change
of Control replaces the Awards with new rights of substantially equivalent value, as
determined by the Committee;
(iii) provide that upon an involuntary termination of a Participants employment as a result of a
Change of Control, any time periods shall accelerate, and any other conditions relating to the
vesting, exercise, payment or distribution of an Award shall be waived; or
(iv) provide that Awards shall be purchased for an amount of cash equal to the amount that
could have been obtained for the shares covered by a Stock Award if it had been vested and
or by an Option or SAR if it had been exercised at the time of the Change of Control.
(b) Notwithstanding any other provisions of the Plan or an Award Agreement to the contrary, the
vesting, payment, purchase or distribution of an Award may not be accelerated by reason of
a Change of Control for any Participant unless the Participants employment is involuntarily
terminated as a result of the Change of Control. For purposes of this Section 11, a Participants
employment will be deemed to have been involuntarily terminated as a result of a Change of
Control if it is involuntarily terminated other than for Gross Misconduct at any time beginning
on the date of the Change of Control up to and including the first anniversary of the Change
of Control.
(c) A Change of Control shall be deemed to occur if and when:
(i) any person, including a person as such term is used in Section 14(d)(2) of the 1934 Act
(a Person), is or becomes a beneficial owner (as such term is defined in Rule 13d-3 under
the 1934 Act), directly or indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Companys then outstanding securities;
(ii) individuals who, as of the Effective Date, constitute the Board (the Incumbent Board)
cease for any reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Effective Date whose election, or
nomination for election by the Companys stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding for this purpose
any such individual whose initial assumption of office occurs as a result of either an actual
or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
(iii) all or substantially all of the assets of the Company are sold, transferred or distributed, or
the Company is dissolved or liquidated; or
(iv) a reorganization, merger, consolidation or other corporate transaction involving the Company
(a Transaction) is consummated, in each case, with respect to which the stockholders
of the Company immediately prior to such Transaction do not, immediately after the
Transaction, own more than 50% of the combined voting power of the Company or other
corporation resulting from such Transaction in substantially the same respective proportions
as such stockholders ownership of the voting power of the Company immediately before
such Transaction.
12. Award Agreements
Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from
time to time) that sets forth the terms, conditions, restrictions and limitations applicable to the Award,
including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture, and
termination of employment, all or some of which may be incorporated by reference into one or more
other documents delivered or otherwise made available to a Participant in connection with an Award. The
Committee need not require the formal execution or acceptance of such document by the Participant,
in which case acceptance of any benefit of the Award by the Participant shall constitute agreement by
the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award
Agreement as well as the administrative guidelines and practices of the Company in effect from time
to time. Any assertion by an Employee that any term, condition, limitation or restriction of the Award
as specified in the Award Agreement is invalid or not binding on such Employee because of his or her
non-acceptance of the Award Agreement (or any portion thereof) shall be deemed a refusal of the Award
and the Employee shall cease to be a Participant with respect to the Award, which shall be immediately
cancelled. Each Award Agreement shall provide for forfeiture of unvested Awards if it is determined that
a Participant engaged in Gross Misconduct on or prior to a vesting date. Award Agreements and any
other document required to be delivered to a Participant in connection with an Award may be delivered
in electronic form (including by posting on the Companys intranet or other shared electronic medium
controlled by the Company to which a Participant has access).
13. Tax Withholding
Participants shall be solely responsible for any applicable taxes (including without limitation income,
payroll and excise taxes) and penalties, and any interest that accrues thereon, which they incur under
applicable law in connection with the receipt, vesting or exercise of any Award. The Company and its
Subsidiaries shall have the right to require payment of, or may deduct from any payment made under
the Plan or otherwise to a Participant, or may permit or require shares to be tendered or sold, including
shares of Common Stock delivered or vested in connection with an Award, in an amount sufficient to
cover withholding of any federal, state, local, foreign or other governmental taxes or charges required
by law, or hypothetical taxes required to be paid by a Participant pursuant to a tax-equalization policy for
expatriate employees, and to take such other action as may be necessary to satisfy any such withholding
or payment obligations. The value of any shares allowed to be withheld or tendered for tax withholding
may not exceed the amount allowed consistent with fixed plan accounting in accordance with GAAP, to
the extent applicable. To the extent that a number of shares of Common Stock sufficient to satisfy a tax
withholding obligation of the Company may not be withheld (whether because the Award has not vested in
full pursuant to its terms, administrative procedures in effect at such time, applicable accounting principles
or any other reason), it shall be a condition to the obligation of the Company to issue shares of Common
Stock upon the exercise of an Option or a SAR, or in settlement of any vested Award, that a Participant
pay to the Company, on demand, such amount as may be requested by the Company for the purpose of
satisfying any actual tax withholding (or hypothetical tax) liability. If the amount is not timely paid to the
Company in cash by such Participant, the Company may cancel the Award and refuse to issue such shares.
14. Repayment Obligations and Right of Set-Off
(a) If the Committee determines that all conditions to vesting and payment or distribution of an
Award (or any portion thereof), or the vesting and exercisability of an Option or SAR (or any
portion thereof), were not satisfied in full on the scheduled vesting date (including but not limited
to, any Performance Condition), the Committee shall cancel such vesting and refuse to issue or
distribute shares or cash and immediately terminate the Participants rights with respect to such
Award (or improperly vested portion thereof). If any such Award (or portion thereof) has already
been paid, distributed or exercised, the Participant shall be obligated, upon demand, to: (i) in
the case of an improperly vested Stock Award, return the amount of any cash payment received
in settlement of the Stock Award (or improperly vested portion thereof), or if settled in shares,
the number of shares of Common Stock issued in settlement of the Stock Award (or improperly
vested portion thereof), or make a cash payment in an amount equal to the Fair Market Value
of such shares on their vesting date, if greater than their Fair Market Value on the date they are
due to be returned to the Company; or (ii) in the case of an improperly exercised Option or SAR,
make a cash payment in an amount equal to the gain realized upon exercise of such Option or
SAR (or improperly vested or exercised portion thereof), in each case, without reduction for any
shares of Common Stock or cash withheld or paid to satisfy withholding tax or hypothetical tax
obligations in connection with such Awards or any other obligation of the Participant.
(b) To the extent not prohibited by applicable law, and consistent with the requirements of
Section 409A of the Code, if applicable, the Company will have the right to offset against its
obligation to deliver vested shares of Common Stock or make any vested cash payment pursuant
to any Award granted under the Plan: (i) any amounts paid by the Company or a Subsidiary to a
third party pursuant to any award, judgment, or settlement of a complaint, arbitration or lawsuit
of which a Participant was the subject; and (ii) any outstanding amounts (including, without
limitation, travel and entertainment or advance account balances, loans, repayment obligations
under any Awards granted under the Plan or awards granted under any other plan, or any
obligations pursuant to a tax-equalization or housing allowance policy or other expatriate benefit)
that a Participant then owes to the Company or a Subsidiary.
15. Other Benefit and Compensation Programs
Awards granted under the Plan and amounts received upon vesting or exercise of an Award shall not be
deemed a part of a Participants regular, recurring compensation for purposes of calculating payments
or benefits under any Company benefit plan or severance program unless specifically provided for under
the plan or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are
not intended as payment for compensation that otherwise would have been delivered in cash, and even
if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions,
restrictions and limitations as may be provided in the Award Agreement.
16. Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or
be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other person. To the extent any Participant holds
any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured
liabilities of the Company and shall not confer upon any Participant or any other person or entity any right,
title, or interest in any assets of the Company.
17. Expenses of the Plan
The expenses of the administration of the Plan shall be borne by the Company and its Subsidiaries. The
Company may require Subsidiaries to pay for the Common Stock issued under the Plan to Participants
employed (or formerly employed) by such Subsidiaries.
18. Rights as a Stockholder
Unless the Committee determines otherwise, a Participant shall not have any rights as a stockholder with
respect to shares of Common Stock covered by an Award until the date the Participant becomes the holder
of record with respect to such shares. No adjustment will be made for dividends or other rights for which
the record date is prior to such date, except as provided in Section 6(d) or Section 8.
19. Future Rights
No Employee shall have any claim or right to be granted an Award under the Plan. There shall be
no obligation of uniformity of treatment of Employees under the Plan. Further, the Company and its
Subsidiaries may adopt other compensation programs, plans or arrangements as it deems appropriate or
necessary. The adoption of the Plan or the granting of any Award shall not confer upon any Employee any
right to continued employment in any particular position or at any particular rate of compensation, nor shall
it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of its
Employees at any time, free from any claim or liability under the Plan. Unless expressly provided otherwise
elsewhere in the Plan or in an Award Agreement, Awards under the Plan shall be made in anticipation
of future service and/or subject to other vesting conditions and will not be earned until all conditions to
vesting have been satisfied.
20. Amendment and Termination
The Plan may be amended, suspended or terminated at any time by the Committee, provided that no
amendment shall be made without stockholder approval, if it would (i) materially increase the number
of shares available under the Plan, (ii) materially expand the types of awards available under the Plan,
(iii) materially expand the class of persons eligible to participate in the Plan, (iv) materially extend the term
of the Plan, (v) materially change the method of determining the exercise price of an Award, (vi) delete
or limit the Plans prohibition against Repricing, or (vii) otherwise require approval by the stockholders of
the Company in order to comply with applicable law or the rules of the New York Stock Exchange (or,
if the Common Stock is not traded on the New York Stock Exchange, the principal national securities
exchange upon which the Common Stock is then traded or quoted). No such amendment referred to
above shall be effective unless and until it has been approved by the stockholders of the Company. The
Committee retains the right to modify an Award without a Participants prior consent if it determines that
the modification is required to comply with applicable law, regulation, or regulatory guidance (including
applicable tax law). Except as may be provided by Section 7(e), Section 11 and this Section 20, any other
adverse modification shall not be effective without the Participants written consent. The Company shall
furnish or make available to Participants a written notice of any modification through a brochure, prospectus
supplement or otherwise, which notice shall specify the effective date of such modification.
21. Successors and Assigns
The Plan and any applicable Award Agreement entered into under the Plan shall be binding upon and
inure to the benefit of the respective successors and permitted assigns of Participants, including, without
limitation, the executors, administrators or trustees of a Participants estate, or any receiver or trustee in
bankruptcy or representative of a Participants creditors.
22. Governing Law
The Plan and all Award Agreements entered into under the Plan shall be construed in accordance with
and governed by the laws of the State of New York, except that any principles or provisions of New York
law that would apply the law of another jurisdiction (other than applicable provisions of U.S. Federal law)
shall be disregarded. Notwithstanding the foregoing, matters with respect to indemnification, delegation
of authority under the Plan, and the legality of shares of Common Stock issued under the Plan, shall be
governed by the Delaware General Corporation Law.
23. Tax Compliance
Awards granted hereunder shall comply with or be exempt from Section 409A of the Code, unless
otherwise determined by the Committee. If pursuant to any Award that is subject to Section 409A of the
Code a Participant is entitled to receive a payment on a specified date, such payment shall be deemed
made as of such specified date if it is made (i) not earlier than 30 days before such specified date and
(ii) not later than December 31 of the year in which such specified date occurs or, if later, the fifteenth
day of the third month following such specified date, provided that the Participant shall not be permitted,
directly or indirectly, to designate the taxable year in which such payment is made. If pursuant to any Award
that is subject to Section 409A of the Code a Participant is entitled to a series of installment payments,
such Participants right to the series of installment payments shall be treated as a right to a series of
separate payments and not as a right to a single payment. For purposes of the preceding sentence, the
term series of installment payments has the same meaning as provided in Section 1.409A-2(b)(2)(iii) of
the regulations promulgated under the Code. Notwithstanding any provision of this Plan to the contrary, in
no event shall the Company or any Subsidiary be liable to a Participant on account of an Awards failure to
(i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign
law, including, without limitation, Sections 409A and 457A of the Code.
24. Severability
If any of the provision of this Plan is finally held to be invalid, illegal or unenforceable (whether in whole or
in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining provisions shall not be affected thereby; provided that, if any
such provision is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed
modified to the minimum extent necessary in order to make such provision enforceable.
B-1 2014 PROXY STATEMENT
ANNEX B
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
The financial metrics disclosed in the executive scorecards show results against Citis business plan.
Both the business plan and the results used to evaluate executives reflect adjustments from U.S. GAAP
metrics, as management determined these measures to be a more relevant set of metrics on which to
evaluate business performance. The reasoning behind the adjustments to U.S. GAAP information is set
forth below.
There are two exclusions consistently applied to GAAP metrics to mitigate the impact of cyclical market
forces outside the control of the executives:

CVA / DVA are credit valuation adjustments (CVA) on derivatives (counterparty and own-credit),
net of hedges, and debt valuation adjustments (DVA) on Citigroups fair value option debt. Citis
financial metrics as presented in the executive scorecards exclude CVA/DVA to better reflect
operating results by eliminating the generally countercyclical market impact of changes in credit
spreads on results, and to align with the presentation of Citis financial results to investors.

Loan loss reserve (LLR) releases are excluded from executive scorecards where a release (an
increase in earnings) was foreseen for a portfolio. This adjustment is made to reflect the core
operating performance of the business by excluding releases from provisions made at the height
of the credit cycle, as the cycle returns to more normal levels.
Also, specific financial impacts of certain business decisions that were not anticipated at the start of the
year when plans were set were excluded from the calculation of results, to provide consistent comparisons
and enhance transparency of operating results.

After its business plan was set for 2013, Citi decided that earnings in certain foreign subsidiaries
would no longer be indefinitely reinvested outside the U.S. (under APB 23), which increased
Citis 2013 tax provision on these earnings to the higher U.S. tax rate and thus increased Citis
effective tax rate for 2013 and reduced its after-tax earnings. Because this decision is unrelated
to operating results and was not included in the original plan, the impact of the decision is
excluded from the executive scorecard results.

Significant transactions were excluded to provide an improved understanding of operating
results. Specifically, the acquisition of the Best Buy portfolio and discontinued operations,
including the divestiture of the Brazil credit card business, are generally excluded from the
financial metrics.

The tax benefit attributable to the third quarter of 2013 is excluded from executive scorecards
to align with items specifically disclosed in Citis external earnings release and to enable the
calculation of net income based on Citis ongoing effective tax rate.
In addition, dividends on Citis preferred stock are excluded from Return on Tangible Common Equity (Core)
determinations in order to align executive performance evaluations more closely with those earnings
distributable to common stockholders.
B-2 2014 PROXY STATEMENT
Citigroup Proxy Reconciliation
(In millions of dollars, except ratios) Citigroup Citicorp GCB ICG
Income from Continuing Operations before Income Taxes $ 19,497 $ 10,770 $ 13,603
Less:
CVA/DVA (342) (345)
Income Statement Impact related to the Releases of Loan Loss Reserves 2,859 N/A N/A
Income Statement Impact related to the Releases of Loan Loss Reserves
For Businesses that were Anticipated to have Reserve Releases in 2013 N/A 1,115 N/A
Impact related to the Best Buy Cards Acquisition 27 27
Build of Reserves for Loan Losses Related to the Best Buy Acquisition 90 N/A N/A
Core Income from Continuing Operations before Income Taxes $ 16,863 $ 9,628 $ 13,948
Add: Income Statement Impact related to the Releases of Loan Loss Reserves (2,859) (1,115)
Less: Provision for Income Taxes 5,867 3,638 3,972
Add: Income From Discontinued Operations 270
Less: Noncontrolling Interests 227 17 110
Less:
Tax Impact Related to CVA/DVA 129 128
Tax Impact Related to Best Buy Build of Loan Loss Reserves (33) 128
Tax Benefit Related to Resolution of Certain Tax Audit Items 176
Tax Impact Related to Best Buy Cards Acquisition (10)
APB 23 Tax Benefit (58)
After-Tax Benefit related to the Divestiture of Brazil Credicard 189
Core Net Income For Return on Tangible Common Equity & Return on Basel III Ratio $ 13,505 $ 7,088 $ 9,738
Total Revenues, net of Interest Expense $ 76,366 $71,824 $ 38,169 $ 33,578
Less:
CVA/DVA (342) (345) (345)
Impact related to the Best Buy Cards Acquisition 247 247 247
Core Revenues, net of Interest Expense $ 76,461 $71,922 $ 37,922 $ 33,923
Total Operating Expenses $ 48,355 $42,455 $ 20,608 $ 19,897
Less: Impact related to the Best Buy Cards Acquisition 112 112 112
Core Operating Expenses, net of Interest Expense $ 48,243 $42,343 $ 20,496 $ 19,897
Core Efficiency Ratio (Core Operating Expenses / Core Revenues) 63.1% 58.9% 54.0% 58.7%
Core Net Income (from above) $ 13,505
Preferred Stock Dividends 194
Core Income Available to Common Shareholders $ 13,311
Total Common Equity at December 31, 2013 $ 197,601
Less:
Goodwill at December 31, 2013 25,009
Intangible assets (other than Mortgage Servicing Rights) at December 31, 2013 5,056
Tangible Common Equity at December 31, 2013 $ 167,536
Average Tangible Common Equity during 2013 $ 161,743
Return on Tangible Common Equity (Core) 8.2%
Return on Basel III Capital Ratio:
Basel III Advanced Approaches Average Risk Weighted Assets (RWA) $1,177,067 $288,232 $570,867
Citis Targeted Tier 1 Common Ratio 9.5% 9.5% 9.5%
Citis Targeted Tier 1 Common Capital $ 111,821 $ 27,382 54,232
Return on Basel III Ratio = Core Net Income per above / Citis Targeted Tier 1 Common Capital 12.1% 25.9% 18.0%
Risk Appetite Ratio:
Unexpected Losses $18,421 $ 4,904 $ 7,309
Expected Losses $ 8,203 $ 6,859 $ 1,343
Risk Appetite Ratio
[Core Revenues - Core Operating Expenses - Expected Losses] / Unexpected Losses 117% 218% 174%
Note: Core Revenues and Core Operating Expenses for the Risk Appetite Ratio include revenues and expenses related to Best Buy.
N/A: Not Applicable

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Citigroup Inc.

399 Park Avenue

The Committee evaluated operating results by considering the degree of difficulty in

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