Citigroup Inc 8-K, filed Feb 14, 2020
Citigroup Inc (C)
About this 8-K
Citigroup Inc filed this 8-K on February 14, 2020, reporting on events of February 13, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
| | |
(Address of principal executive offices) | |
|
(
(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
CITIGROUP INC.
Current Report on Form 8-K
Item 8.01. Other Events.
On February 13, 2020 (the Grant Date), the Personnel and Compensation Committee of the Citigroup Inc. Board of Directors (the Compensation Committee) approved incentive compensation awards for 2019 performance to Citi CEO Michael L. Corbat and other senior executives. In determining executive incentive compensation awards for 2019, the Compensation Committee noted that Citi’s 2019 results reflected steady progress toward improving its profitability and returns, despite an uncertain revenue environment, as strong client engagement drove balanced growth across businesses and geographies.
| Ø | For 2019, Citi reported net income of $19.4 billion on revenues of $74.3 billion, compared to net income of $18.0 billion on revenues of $72.9 billion in 2018. |
| Ø | Citi’s earnings per share were $8.04 for 2019, up 20% from the prior year, compared to $6.68 per share for 2018. |
| Ø | Citi’s return on tangible common equity improved to 12.1%(1) in 2019. This exceeded the 12% target for the year. |
| Ø | Citi’s revenues increased 2% from the prior year, or 4% excluding the impact of previously disclosed gains on sale in 2018 as well as the impact of foreign exchange (FX) translation(2), reflecting balanced performance across Global Consumer Banking and the Institutional Clients Group. |
| Ø | In 2019, Citi returned $22.3 billion of capital to common stockholders through share repurchases and dividends. Citi repurchased approximately 264 million shares contributing to a 9% reduction in average outstanding common shares from the prior year. |
In addition to Citi’s positive operating results, the Compensation Committee considered market levels of pay for the CEO role at peer institutions as well as its assessment of Mr. Corbat’s leadership under Citi’s balanced scorecard approach to determining executive compensation.
| (1) | Return on tangible common equity, or RoTCE, is a non-GAAP financial measure. For further information, including the components of the calculation, see footnote 2 and appendix A of Citi’s fourth quarter of 2019 earnings press release available on Citi’s investor relations website. |
| (2) | Results in 2018 included a pre-tax gain of approximately $150 million on the sale of the Hilton portfolio recorded in North America Global Consumer Banking (GCB), a pre-tax gain of approximately $250 million on the sale of an asset management business in Latin America GCB and the impact of FX translation. In 2018, Citi’s revenues were $72,854 million on an as reported basis compared to $71,959 million excluding the impact of FX translation. Citi’s results of operations excluding the impact of gains-on-sale and impact of FX translation are non-GAAP financial measures. |
The Compensation Committee determined that Mr. Corbat’s annual compensation for 2019 is $24 million, consisting of his previously established base salary of $1.5 million and a total incentive award of $22.5 million, which is the same as his annual compensation for 2018. As in past years, the CEO total incentive award was delivered in a mix of cash, deferred stock awarded under Citi’s Capital Accumulation Program (CAP), and Performance Share Units (PSUs).
| CEO Compensation for 2019 | |
Element | Form | Amount |
Base Salary | Cash | $1.5 million |
Cash | Cash | $6.75 million |
Deferred | Deferred Stock | $7.875 million |
Performance Share Units | $7.875 million | |
Total | | $24 million |
Consistent with prior years, the number of shares of deferred stock granted was determined by dividing the nominal amount awarded in deferred stock by the average of the closing prices of Citi common stock in the five business days immediately preceding the Grant Date ($78.912). The target number of PSUs was also determined by dividing the nominal amount awarded as PSUs by the same five-day average price.
Additional information regarding Citi’s incentive compensation programs, including an explanation of the material elements of the compensation for 2019 awarded to Mr. Corbat and the other named executive officers, will be presented in Citi’s 2020 Proxy Statement, which is expected to be filed with the U.S. Securities and Exchange Commission in March 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| |
| | |
99.01 | | |
104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIGROUP INC. | |
Dated: February 14, 2020 | | |
| By: | /s/ Rohan Weerasinghe |
| | Rohan Weerasinghe |
| | General Counsel and Corporate Secretary |
Exhibit 99.01
Citi Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Ticker Symbol(s) | Title for iXBRL | Name of each exchange on |
| |
|
|
Common Stock, par value $.01 per share | |||
| | |
|
Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J | | ||
| | |
|
Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | |||
| | |
|
Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S | |||
| | |
|
7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | |||
| | |
|
7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) | |||
| | |
|
6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto) | |||
| | |
|
C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023 | |||
| | |
|
C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024 | |||
| | |
|
C-Tracks Exchange-Traded Notes on the Miller/Howard MLP Fundamental Index, Series B, Due July 13, 2026 of Citigroup Global Markets Holdings Inc. (“CGMHI”) (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. JPY Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | | |
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. GBP Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. EUR Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. CHF Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. AUD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long JPY vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long EUR vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
| |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long GBP vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
| |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long CHF vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long AUD vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
VelocityShares® Long LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
VelocityShares® Short LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | | |
VelocityShares® 3x Long Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
VelocityShares® 3x Inverse Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | |||
| | |
|
Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes Due January 13, 2027 |