Citigroup (C) 10-K risk factor changes: FY2025 vs FY2024

[removed: For] [added: | | | | For] the [removed: fiscal] year ended December 31, [removed: 2024][added: 2024 | | | | | | | | | | | | | | | | | | | | | | | |]

The aggregate market value of Citigroup Inc. common stock held by non-affiliates of Citigroup Inc. on June 30, [removed: 2024] [added: 2025] was approximately [removed: $120.8] [added: $156.2] billion.

Number of shares of Citigroup Inc. common stock outstanding on January 31, [removed: 2025: 1,884,479,551][added: 2026: 1,749,319,009]

Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the annual meeting of stockholders scheduled to be held on [removed: April 29, 2025] [added: May 20, 2026] are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

Available [removed: on the web] [added: online] at www.citigroup.com

| 1A. | | | | | | Risk Factors | | | [removed: 50–64] [added: 49–62] | | |

| 3. | | | | | | Legal Proceedings—See Note 30 to the Consolidated Financial Statements | | | [removed: 301–308] [added: 287–293] | | |

| 5. | | | | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: 146–147, 179–181, 316–318] [added: 138–139, 170–172, 301–303] | | |

| 7. | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: 7–32, 70–129] [added: 8–36, 64–120] | | |

| 8. | | | | | | Financial Statements and Supplementary Data | | | [removed: 142–313] [added: 134–298] | | |

| 9A. | | | | | | Controls and Procedures | | | [removed: 135–136] [added: 127–128] | | |

| 9B. | | | | | | Other Information | | | [removed: 317] [added: 302] | | |

| 10. | | | | | | Directors, Executive Officers and Corporate Governance | | | [removed: 319–321*] [added: 304–306*] | | |

| * | | | For additional information regarding Citigroup’s Directors, see “Corporate Governance” and “Proposal 1: Election of Directors” in the definitive Proxy Statement for Citigroup’s Annual Meeting of Stockholders scheduled to be held on [removed: April 29, 2025,] [added: May 20, 2026,] to be filed with the SEC (the Proxy Statement), incorporated herein by reference. | | |

| | | | See “Compensation Discussion and Analysis,” “The Personnel and Compensation Committee Report,” and [removed: “2024] [added: “2025] Summary Compensation Table and Compensation Information” and “CEO Pay Ratio” in the Proxy Statement, incorporated herein by reference, other than disclosure under the heading “Pay versus Performance” information responsive to Item 402(v) of Regulation S-K of SEC rules. | | |

CITIGROUP’S [removed: 2024] [added: 2025] ANNUAL REPORT ON FORM 10-K

| | | | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | | [removed: [7](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_64)] [added: [8](#iffa471fccb154c4395823fdabb3bda1a_79)] | | | | | | | | | | | |

| | | | Executive Summary | | | [removed: [7](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_67)] [added: [8](#iffa471fccb154c4395823fdabb3bda1a_82)] | | | | | | | | | | | |

| | | | Citi’s Multiyear Transformation | | | [removed: [11](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_70)] [added: [10](#iffa471fccb154c4395823fdabb3bda1a_85)] | | | | | | | | | | | |

| | | | Summary of Selected Financial Data | | | [removed: [14](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_73)] [added: [12](#iffa471fccb154c4395823fdabb3bda1a_88)] | | | | | | | | | | | |

| | | | Segment Revenues and Income (Loss) | | | [removed: [16](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_76)] [added: [16](#iffa471fccb154c4395823fdabb3bda1a_91)] | | | | | | | | | | | |

| | | | U.S. Personal Banking | | | [removed: [27](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_97)] [added: [29](#iffa471fccb154c4395823fdabb3bda1a_115)] | | | | | | | | | | | |

| | | | All Other—Divestiture-Related Impacts (Reconciling Items) | | | [removed: [29](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_103)] [added: [36](#iffa471fccb154c4395823fdabb3bda1a_118)] | | | | | | | | | | | |

[removed: | | | | All Other—Managed Basis | | | [30](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_109) | | | | | | | | | | | |][added: *All Other* (managed basis) includes:]

| | | | HUMAN CAPITAL RESOURCES AND MANAGEMENT | | | [removed: [66](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_130)] [added: [62](#iffa471fccb154c4395823fdabb3bda1a_145)] | | | | | | | | | | | |

| | | | Managing Global Risk—Table of Contents | | | [removed: [67](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_133)] [added: [63](#iffa471fccb154c4395823fdabb3bda1a_148)] | | | | | | | | | | | |

| | | | MANAGING GLOBAL RISK | | | [removed: [68](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_136)] [added: [64](#iffa471fccb154c4395823fdabb3bda1a_151)] | | | | | | | | | | | |

| | | | SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES | | | [removed: [128](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_238)] [added: [121](#iffa471fccb154c4395823fdabb3bda1a_253)] | | | | | | | | | | | |

| | | | DISCLOSURE CONTROLS AND PROCEDURES | | | [removed: [133](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_244)] [added: [127](#iffa471fccb154c4395823fdabb3bda1a_259)] | | | | | | | | | | | |

| | | | MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING | | | [removed: [134](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_247)] [added: [128](#iffa471fccb154c4395823fdabb3bda1a_262)] | | | | | | | | | | | |

| | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 185) | | | [removed: [136](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_253)] [added: [130](#iffa471fccb154c4395823fdabb3bda1a_268)] | | | | | | | | | | | |

| | | | Financial Statements and Notes—Table of Contents | | | [removed: [139](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_259)] [added: [133](#iffa471fccb154c4395823fdabb3bda1a_274)] | | | | | | | | | | | |

| | | | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | | | [removed: [148](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_283)] [added: [142](#iffa471fccb154c4395823fdabb3bda1a_298)] | | | | | | | | | | | |

| | | | SUPERVISION, REGULATION AND OTHER | | | [removed: [312](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_568)] [added: [299](#iffa471fccb154c4395823fdabb3bda1a_595)] | | | | | | | | | | | |

| | | | GLOSSARY OF TERMS AND ACRONYMS | | | [removed: [320](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_592)] [added: [313](#iffa471fccb154c4395823fdabb3bda1a_616)] | | | | | | | | | | | |

[added: | | | |] OVERVIEW [added: | | | [4](#iffa471fccb154c4395823fdabb3bda1a_67) | | | | | | | | | | | |]

At December 31, [removed: 2024,] [added: 2025,] Citi had approximately [removed: 229,000] [added: 226,000] full-time employees, compared to approximately [removed: 239,000] [added: 229,000] at December 31, [removed: 2023.][added: 2024.]

For additional [removed: information,] [added: information on these regulatory capital buffers,] see [removed: “Human] [added: “Capital Resources—Regulatory] Capital [removed: Resources and Management” below.][added: Buffers” above.]

[removed: Additional Information][added: For additional information on]

For a discussion of [removed: 2023] [added: 2024] versus [removed: 2022] [added: 2023] results of operations of *Services*, *Markets*, *Banking*, *Wealth*, *U.S. Personal Banking* and *All Other*, see each respective business’s results of operations in Citigroup’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023 (Citigroup’s 2023] [added: 2024 (the 2024] Annual Report on Form 10-K).

| 1. | | | | | | Business | | | 4–36, 121–127, | | |

| | | | | | | | | | 129, 160–164, | | |

| | | | | | | | | | 299–300 | | |

| 1C. | | | | | | Cybersecurity | | | 55–57, 113–115 | | |

| 7A. | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | 64–120, 165–169, 190–228, 235–278 | | |

| | | | Non-GAAP Financial Measures | | | [4](#iffa471fccb154c4395823fdabb3bda1a_4203) | | | | | | | | | | | |

| | | | Citigroup’s Five Reportable Business Segments | | | [6](#iffa471fccb154c4395823fdabb3bda1a_70) | | | | | | | | | | | |

| | | | Recent Developments | | | [11](#iffa471fccb154c4395823fdabb3bda1a_3910) | | | | | | | | | | | |

| | | | Balance Sheet Overview | | | [14](#iffa471fccb154c4395823fdabb3bda1a_3938) | | | | | | | | | | | |

| | | | Services | | | [17](#iffa471fccb154c4395823fdabb3bda1a_103) | | | | | | | | | | | |

| | | | Markets | | | [20](#iffa471fccb154c4395823fdabb3bda1a_106) | | | | | | | | | | | |

| | | | Banking | | | [23](#iffa471fccb154c4395823fdabb3bda1a_109) | | | | | | | | | | | |

| | | | Wealth | | | [26](#iffa471fccb154c4395823fdabb3bda1a_112) | | | | | | | | | | | |

| | | | CAPITAL RESOURCES | | | [37](#iffa471fccb154c4395823fdabb3bda1a_127) | | | | | | | | | | | |

| | | | RISK FACTORS | | | [49](#iffa471fccb154c4395823fdabb3bda1a_139) | | | | | | | | | | | |

| | | | SUSTAINABILITY | | | [62](#iffa471fccb154c4395823fdabb3bda1a_142) | | | | | | | | | | | |

| | | | FORWARD-LOOKING STATEMENTS | | | [129](#iffa471fccb154c4395823fdabb3bda1a_265) | | | | | | | | | | | |

| | | | CONSOLIDATED FINANCIAL STATEMENTS | | | [134](#iffa471fccb154c4395823fdabb3bda1a_277) | | | | | | | | | | | |

| | | | FINANCIAL DATA SUPPLEMENT | | | [298](#iffa471fccb154c4395823fdabb3bda1a_592) | | | | | | | | | | | |

| | | | OTHER INFORMATION | | | [302](#iffa471fccb154c4395823fdabb3bda1a_604) | | | | | | | | | | | |

| | | | CORPORATE INFORMATION | | | [304](#iffa471fccb154c4395823fdabb3bda1a_607) | | | | | | | | | | | |

| | | | Executive Officers | | | [304](#iffa471fccb154c4395823fdabb3bda1a_607) | | | | | | | | | | | |

| | | | Citigroup Board of Directors | | | [306](#iffa471fccb154c4395823fdabb3bda1a_610) | | | | | | | | | | | |

| | | | EXHIBIT INDEX | | | [307](#iffa471fccb154c4395823fdabb3bda1a_619) | | | | | | | | | | | |

| | | | SIGNATURES | | | [312](#iffa471fccb154c4395823fdabb3bda1a_622) | | | | | | | | | | | |

Presentation Changes

Changes in presentation have been made, including the following:

- Effective July 1, 2025, gains and losses on certain economic and qualifying hedging derivatives, foreign currency transaction gains and losses related to non-U.S. dollar debt and certain foreign operations that designate the U.S. dollar as their functional currency in countries with highly inflationary economies reported within *Services*, *Markets*, *Banking* and *All Other*—Corporate Other, which were previously presented within *Other revenue*, are now presented within *Principal transactions*.

Prior periods were conformed to reflect this change in presentation.

- Effective July 1, 2025, certain predominantly variable expenses incurred in ongoing support of products and services, which were previously presented within *Other operating* expenses and *Transactional and tax charges*, are now aggregated and presented within a new expenses category, *Transactional and product servicing* (see “Glossary” below for definition).

Additionally, certain non-income tax charges incurred, which were previously presented within *Transactional and tax charges* and do not align with the redefined *Transactional and product servicing*, are now presented within *Other operating*.

Prior periods were conformed to reflect this change in presentation.

- Effective January 1, 2025, certain transaction processing fees paid by Citi, primarily to credit card networks, reported within *U.S. Personal Banking (USPB)*, *Services*, *Wealth* and *All Other*—Legacy Franchises (Mexico Consumer/SBMM and Asia Consumer), which were previously presented within *Other operating* expenses, are now presented as contra-revenue within *Commissions and fees* reported in *Non-interest revenue*.

Prior periods were conformed to reflect this change in presentation.

- Effective January 1, 2025, *USPB* changed its reporting for certain installment lending products that were transferred from Retail Banking to Branded Cards to reflect where these products are managed.

Prior periods were conformed to reflect this change in presentation.

*•*Revenues excluding the loss on sale due to the held-for-sale accounting treatment related to Citi’s plan to sell AO Citibank (which was sold on February 18, 2026) in Russia (the Russia-related notable item)

- Expenses excluding a goodwill impairment related to Citi’s agreement to sell a 25% equity stake in Grupo Financiero Banamex, S.A. de C.V. (Banamex) (the Banamex-related notable item)

- Net income and diluted earnings per share (EPS), excluding revenue and expense notable items

The following are details for the above non-GAAP financial measures:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| 1. | | | | | | Business | | | 4–32, 130–135, | | |

| | | | | | | | | | 137, 169–173, | | |

| | | | | | | | | | 314–315 | | |

| 1C. | | | | | | Cybersecurity | | | 56–58, 119–121 | | |

| 7A. | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | 70–129, 174–178, 198–238, 245–292 | | |

| | | | OVERVIEW | | | [4](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_52) | | | | | | | | | | | |

| | | | Citigroup Reportable Operating Segments | | | [6](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_55) | | | | | | | | | | | |

| | | | Select Balance Sheet Items by Segment | | | [17](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_82) | | | | | | | | | | | |

| | | | Services | | | [18](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_88) | | | | | | | | | | | |

| | | | Markets | | | [21](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_91) | | | | | | | | | | | |

| | | | Banking | | | [23](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_94) | | | | | | | | | | | |

| | | | Wealth | | | [25](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_100) | | | | | | | | | | | |

| | | | CAPITAL RESOURCES | | | [33](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_112) | | | | | | | | | | | |

| | | | RISK FACTORS | | | [50](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_124) | | | | | | | | | | | |

| | | | NET ZERO AND SUSTAINABILITY | | | [65](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_127) | | | | | | | | | | | |

| | | | FORWARD-LOOKING STATEMENTS | | | [135](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_250) | | | | | | | | | | | |

| | | | CONSOLIDATED FINANCIAL STATEMENTS | | | [140](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_262) | | | | | | | | | | | |

| | | | FINANCIAL DATA SUPPLEMENT | | | [311](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_565) | | | | | | | | | | | |

| | | | OTHER INFORMATION | | | [315](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_577) | | | | | | | | | | | |

| | | | CORPORATE INFORMATION | | | [317](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_580) | | | | | | | | | | | |

| | | | Executive Officers | | | [317](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_580) | | | | | | | | | | | |

| | | | Citigroup Board of Directors | | | [319](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_583) | | | | | | | | | | | |

| | | | EXHIBIT INDEX | | | [325](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_595) | | | | | | | | | | | |

| | | | SIGNATURES | | | [330](#idc1f377ffdfe47bbbe6ee0a0e37caeb8_586) | | | | | | | | | | | |

Certain reclassifications have been made to the prior periods’ financial statements and disclosures to conform to the current period’s presentation, including certain reclassifications to align with Citi’s organizational simplification and strategy, for all periods presented.

- Revenues excluding the Argentina currency devaluation and/or divestiture-related impacts

- Expenses excluding the Federal Deposit Insurance Corporation (FDIC) special assessment and/or divestiture-related impacts

- *Services* and Treasury and Trade Solutions (TTS) revenues and/or non-interest revenues excluding the impact of the Argentina currency devaluation

For more information on the Argentina currency devaluation and/or the FDIC special assessment, see “Executive Summary” below.

period-to-period operating results, particularly given the outsized impacts of the divestiture-related impacts; improved visibility into management decisions and their impacts on operational performance; and additional comparability to peer companies.

For more information on *Services* and TTS revenues and/or non-interest revenues excluding the impact of the Argentina currency devaluation, see “Executive Summary” and “*Services*” below.


Excluding the impact of the FDIC special assessment in both 2024 and the prior year, expenses decreased 2%.

- Citi continued to advance its transformation, including its efforts to improve risk management, modernize technology and infrastructure and improve resiliency across the organization.

Simultaneously, as a result of the July 2024 Civil Money Penalty Consent Orders and Consent Order Amendment, Citi recognized the need to accelerate progress in certain areas, particularly with regard to data quality management related to governance and regulatory reporting.

- Citi completed its organizational simplification announced in September 2023, resulting in a simpler management structure that aligns to and facilitates Citi’s strategy, while improving accountability and decision-making and advancing the execution of Citi’s transformation.