CITIFINANCIAL
PARENT COMPANY AGREEMENT    CITIGROUP INC  Citigroup Inc 2004    Citigroup 2007  Citigroup Inc 2008    Citigroup Inc subsidiaries 2011*         Citigroup Inc 2014  Citibank China  Citibank/Citigroup  Citicorp   CitiCorp Businesses  CitiFinancial *     Primerica, Inc.     TRAVELERS GROUP INC    American Express   Sanford "Sandy" Weill JP Morgan  Kenneth Bialkin  SALOMON INC  Mr. Stephen Feinberg   Citi Assurance Services, Inc. OneMain    content

 

 EX-21.01 8 dex2101.htm SUBSIDIARIES OF THE COMPANY
Exhibit 21.01

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006

LEGAL VEHICLE INCORPORATION

192 Baker Avenue, LLC
Delaware

2490827 Nova Scotia Limited
Canada

3086148 Nova Scotia Company
Canada

3121615 Canada Inc.
Canada


44-26 Hunter Street Realty Corporation
New York


525 Participacoes S.A.
Brazil


ABA SIS, S.A. de C.V.
Mexico


Absolute Value Fund, L.P.
Cayman Is.


ACC CBNA Loan Funding LLC
Delaware


ACC CFPI Loan Funding LLC
Delaware


Acciones y Valores Banamex, S.A. de C.V. Casa de Bolsa, Integrante del Grupo Financiero Banamex
Mexico


Achtundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany


ACONA B.V.
Netherlands


Adam Capital Trust I
Delaware


Adam Capital Trust II
Delaware


Adam Capital Trust III
Delaware


Adam Statutory Trust I
Connecticut


Adam Statutory Trust II
Connecticut


Adam Statutory Trust III
Connecticut


Adam Statutory Trust IV
Connecticut


Adam Statutory Trust V
Connecticut


Adams Aircraft Ltd.
Japan


Administradora de Fondos de Pensiones y Cesantias S.A. Colfondos
Colombia


Administradora de Portafolios EuroAmerican Capital S. de R.L. de C.V.
Mexico City


ADV One, Inc.
Delaware


ADV Three, Inc.
Delaware


Advanced Molded Packaging LLC
Delaware


AEL Leasing Co., Inc.
Pennsylvania


Afore Banamex, S.A. de C.V.
Mexico


AFSC Agency, Inc. <DE>
Delaware


AIC Card Services, Inc.
Japan


Airlie CBNA Loan Funding LLC
Delaware


Airlie CFPI Loan Funding LLC
Delaware


Alaska CBNA Loan Funding LLC
Delaware


Alaska CFPI Loan Funding LLC
Delaware



1





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Albacore Investments, Ltd.
Bahamas


Alternative Investments MGR, Ltd.
Cayman Is.


AMAD Holdings Inc.
Delaware


American Financial Life Insurance Company
Texas


American Health and Life Insurance Company
Texas


Anglesea LLC
Delaware


Anson Aircraft Ltd.
Japan


Antares Associates Limited
Bahamas


Arcadia Receivables Capital Corp.
Delaware


Arcadia Receivables Finance Corp. VII
Delaware


Arizant Inc.
Minnesota


Arrendadora Banamex, S.A. de C.V., Organización Auxiliar del Crédito, Grupo Financiero Banamex
Mexico


Arrendadora Financiera Associates, S.A. de C.V., Organización Auxiliar del Crédito, Grupo Financiero Associates
Mexico


ARX CBNA Loan Funding LLC
Delaware


ARX CFPI Loan Funding LLC
Delaware


Ascot Aircraft Ltd.
Japan


Asesores Corporativos de Costa Rica, S.A.
Costa Rica


Asia Investors II GP Holding LLC
Delaware


Asia Investors II Services Holding LLC
Delaware


Asia Investors LLC
Delaware


Asia Mortgage Finance
Cayman Is.


Asset D Vehicle, Inc.
Delaware


Associated Madison Companies, Inc.
Delaware


Associates Asset Backed Securities Corp.
Delaware


Associates Auto Club Services International, Inc.
Delaware


Associates Capital Investments, L.L.C.
Delaware


Associates Capital Limited
England & Wales


Associates Capital Services Corporation
Indiana


Associates Corporation of North America <A Texas Corporation>
Texas


Associates Credit Services, Inc.
Delaware


Associates Finance (Taiwan) Inc.
Taiwan


Associates Financial Services (Mauritius) LLC
Mauritius


Associates First Capital Corporation
Delaware


Associates First Capital Mortgage Corporation
Delaware


Associates Housing Finance, LLC
Delaware


Associates India Holding Company Private Limited
India


Associates Information Services, Inc.
Delaware


Associates International Holdings Corporation
New York



2





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Associates International Services, LLC
Delaware


Associates Mexico Holdings, LLC
Delaware


Associates Real Estate Financial Services Company, Inc.
Delaware


Associates Servicios de Mexico, S.A. de C.V.
Mexico


Associates Venture Capital, LLC
Delaware


Associates/Trans-National Leasing, Inc.
Delaware


AST StockPlan, Inc.
Delaware


Astaire Associates Limited
Bahamas


Atlantic General Insurance Limited
Bermuda


Atlantic Vista Offshore Fund Ltd.
Cayman Is.


Atlantic Vista, LLC
Delaware


ATV Loan Funding LLC
Delaware


ATV2 Loan Funding LLC
Delaware


Auriga Amusement Properties KK
Japan


Avco Trust
England & Wales


Avi Escindida, S. de R.L. de C.V.
Mexico


AVL Loan Funding LLC
Delaware


AVL2 Loan Funding LLC
Delaware


Azabu Credit Management Company Ltd.
Cayman Is.


B.I.H. Brasseries Internationales Holding (Eastern) Limited
Gibraltar


Ball (Nominee) & Co., L.L.C.
Delaware


BALTIC AIRCRAFT LTD.
Japan


Banamex Accival Asset Management, Ltd.
Ireland


Banamex USA Bancorp
California


Banco Citibank S.A.
Brazil


Banco Citicard S.A.
Brazil


Banco de Honduras S.A.
Honduras


Banco J.P. Morgan, S.A., Institución de Banca Multiple, JP Morgan Grupo Financiero, División Fiduciaria Bajo El Fideicomiso No. F/00202
Mexico


Banco J.P. Morgan, S.A., Institución de Banca Multiple, JP Morgan Grupo Financiero, en su Caracter de Institución Fiduciaria bajo el Fideicomiso No. F/0003
Mexico


Banco Nacional de Mexico, S.A.
Mexico


Bangkok e’Service Ltd.
Thailand


Bank Handlowy w Warszawie S.A.
Poland


Bank Rozwoju Cukrownictwa S.A.
Poland


Bankers Leasing Corporation
Massachusetts


Barnes & Co., L.L.C.
Delaware


Barrow Aircraft Ltd.
Japan


Beecher CBNA Loan Funding LLC
Delaware


Beecher CFPI Loan Funding LLC
Delaware



3





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Benco & Co., L.L.C.
Delaware


Bershaw & Company
Canada


Biofarm Ilac Sanayi ve Ticaret A.S.
Turkey


Biofarma Ilac Sanayi ve Ticaret A.S.
Turkey


Birchwood EHP, L.P.
Tennessee


Bismarck CBNA Loan Funding LLC
Delaware


Bismarck CFPI Loan Funding LLC
Delaware


Blackwater Aircraft Ltd.
Japan


BLC Corporation
Utah


Blue One Asset Securitization Specialty Limited
South Korea


Blue Three Asset Securitization Specialty Limited
South Korea


Blue Two Asset Securitization Specialty Limited
South Korea


Boldwater CBNA Loan Funding LLC
Delaware


Boldwater CFPI Loan Funding LLC
Delaware


Bond Collateral Agency GmbH
Germany


Borden & Co., L.L.C.
Delaware


Bow Lane Nominees Pty Ltd
Australia


Bowery CBNA Loan Funding LLC
Delaware


Bowery CFPI Loan Funding LLC
Delaware


Bowyang Nominees Pty Limited
Australia


Bracewood Developments Limited
British Virgin Is.


Brazil Bond Trust
New York


Brazil Holdings Inc. Limited
Bahamas


Brennan Limited
Cayman Is.


Brisbane Aircraft Ltd.
Japan


Bristol Aircraft Ltd.
Japan


Bronte Aircraft Ltd.
Japan


Bronte Finance Pty Limited
Australia


Brooklyn Excellence Investment Fund, LLC
Delaware


Buchanan Limited
Cayman Is.


Buconero LLC
Delaware


Bushnell CBNA Loan Funding LLC
Delaware


Bushnell CFPI Loan Funding LLC
Delaware


C-Cayco Co-Investment Limited
Cayman Is.


C-Cayco Investment Holding, L.P.
Cayman Is.


CAI RE Mezzanine Advisor III, LLC
Delaware


CAIROLI FINANCE S.R.L.
Italy


Cal Fed Holdings, Inc.
California


Cal Fed Insurance Agency, Inc.
California



4





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Calex Nominees Pty Limited
Australia


Campus West S.a r.l.
Luxembourg


Camwil Lease, Inc.
Delaware


Canary Fundo De Aplicação Em Quotas De Fundo De Investimento
Brazil


Canberra Aircraft Ltd.
Japan


Capital Fundo De Investimento Financeiro
Brazil


Capital Residential Fund Nominee No.1 Limited
England


Capital Residential Fund Nominee No.2 Limited
England


Casa de Bolsa Banamex, S.A. de C.V., Grupo Financiero Banamex
Mexico


CayCo Noteholder Limited
Cayman Is.


CBC International Real Estate LP LLC
Delaware


CBC/TST Investments LLC
Delaware


CBL Capital Corporation
Delaware


CC Consumer Services of Alabama, Inc.
Alabama


CC Finance System Incorporated
Delaware


CC Home Lenders Financial, Inc.
Georgia


CC Home Lenders, Inc.
Ohio


CC Retail Services, Inc.
Delaware


CCD Immobilien Beteiligungs GmbH
Germany


CCIL (Nominees) Limited
Jersey, Channel Is.


CCIL Pension Scheme Trustees Limited
Jersey, Channel Is.


CCP NA Equity I LLC
Delaware


CCP NA Equity II LLC
Delaware


CCP NA Equity III LLC
Delaware


CCSCI, Inc.
Puerto Rico


CDC Holdings Inc.
Delaware


CDL Loan Funding LLC
Delaware


CEFOF GP I Corp.
Delaware


CELFOF GP Corp.
Delaware


Centaur Investment Corporation
Delaware


CFG 1, LLC
Delaware


CFG 2, LLC
Delaware


CFJ K.K.
Japan


CG Casey I, LLC
Delaware


CGB Holdings, S. de R.L. de C.V.
Mexico


CGI Capital, Inc.
Delaware


CGI Private Equity LP LLC
Delaware


CGSNW-Willows, LLC
Delaware


Cheapside Holdings (Jersey) Limited
Jersey, Channel Is.



5





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Chelsea Participacoes Societarias e Investimentos Ltda.
Brazil


Chesapeake Appraisal and Settlement Services Agency of Alabama, Inc.
Alabama


Chesapeake Appraisal and Settlement Services Inc.
Maryland


Chesapeake Title Reinsurance Company, Inc.
Vermont


Chesapeake West Escrow Services Inc.
California


China Real Estate I Limited
Hong Kong


China Real Estate II Limited
Hong Kong


China Real Estate III Limited
Hong Kong


China Real Estate V Limited
Hong Kong


China Real Estate VI Limited
Hong Kong


CHUD Corp.
Delaware


CIB Properties Limited
England


CIGPF CREAR PAIS LTDA
Colombia


CIGPF I CORP.
New York


CIP IRPUT Fund Nominee No 1 Limited
England


CIP IRPUT Fund Nominee No 2 Limited
England


Citi (Nominees) Limited
Hong Kong


Citi Argentina (ABF) Trust
Bahamas


Citi Assurance Services, Inc.
Maryland


CITI BB-1 INVESTMENT FUND LLC
Delaware


Citi Cards Canada Inc.
Canada


Citi Cards Japan Kabushiki Kaisha
Japan


Citi Cards South Dakota Acceptance Corp.
Delaware


Citi Center Building Corporation
Philippines


Citi Commerce Solutions of Canada Ltd.
Canada


Citi Inversiones, S.A. de C.V.
El Salvador


Citi Islamic Investment Bank E.C.
Bahrain


Citi Islamic Portfolios S.A.
Luxembourg


Citi Omni-S Finance LLC
Delaware


Citi Operaciones A.I.E.
Spain


Citi Overseas Investments Bahamas Inc.
Bahamas


Citi Pensions & Trustees Ltd
England


Citi Recovery, A.I.E.
Spain


Citi Renewable Investments 1 LLC
Delaware


Citi Valores de El Salvador S.A. de C.V.
El Salvador


Citi-Colombia (Nassau) Limited
Bahamas


Citi-Europe Co-Invest, L.P.
Delaware


Citi-Info, S.A. de C.V.
Mexico


Citi-Inmobiliaria e Inversiones, S.A. de C.V.
Honduras



6





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citibank (Banamex USA)
California


Citibank (Channel Islands) Limited
Jersey, Channel Is.


Citibank (Costa Rica) Sociedad Anonima
Costa Rica


Citibank (Hong Kong) Limited
Hong Kong


Citibank (Slovakia) a.s.
Slovak Republic


Citibank (South Dakota), National Association
United States


Citibank (Switzerland)
Switzerland


Citibank (Trinidad & Tobago) Limited
Trinidad & Tobago


Citibank a.s.
Czech Republic


Citibank Agencia de Valores S.A.
Chile


Citibank Anonim Sirketi
Turkey


Citibank Aruba N.V.
Aruba


Citibank Australia Staff Superannuation Pty Limited
Australia


Citibank Belgium S.A./N.V.
Belgium


Citibank Berhad
Malaysia


Citibank Brazilian Annex VI Trust
New York


Citibank Broker Correduria de Seguros S.A.
Spain


Citibank Canada
Canada


Citibank Canada Investment Funds Limited
Canada


Citibank Capital Corporation
Cayman Is.


Citibank Cartoes Investimentos Ltda.
Brazil


Citibank Consumers Nominee Pte. Ltd.
Singapore


Citibank Corredores de Seguros Limitada
Chile


Citibank Cote d’Ivoire S.A.
Ivory Coast


Citibank del Peru S.A.
Peru


Citibank Domestic Investment Corp.
Delaware


Citibank Employee Benefit Plan Trustees Ireland Limited
Ireland


Citibank España S.A.
Spain


Citibank Europe plc
Ireland


Citibank Finance Limited
Singapore


Citibank Holdings Ireland Limited
Ireland


Citibank Insurance Brokerage S.A.
Greece


Citibank International
United States


Citibank International plc
England


Citibank Investments Limited
England


Citibank Korea Inc.
South Korea


Citibank Leasing S.A.-Arrendamento Mercantil
Brazil


Citibank London Nominees Limited
England


Citibank Maghreb
Morocco



7





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citibank Malaysia (L) Limited
Malaysia


CITIBANK MERCADO DE CAPITALES, C.A. CITIMERCA, CASA DE BOLSA
Venezuela


Citibank Mortgage Reinsurance, Inc.
Vermont


Citibank NMTC Corporation
Delaware


Citibank Nominees (Ireland) Limited
Ireland


Citibank Nominees (New Zealand) Limited
New Zealand


Citibank Nominees Ltd.
Canada


Citibank Nominees Singapore Pte. Ltd.
Singapore


Citibank Overseas Investment Corporation
United States


Citibank Pensions Trustees Ireland Ltd.
Ireland


Citibank Privatkunden AG & Co. KGaA
Germany


Citibank Romania S.A.
Romania


Citibank Savings, Inc.
Philippines


Citibank Securities (Japan) Limited
Japan


Citibank Securities (Taiwan) Limited
Taiwan


Citibank Senegal S.A.
Senegal


Citibank Singapore Limited
Singapore


Citibank Strategic Technology Inc.
Delaware


Citibank Tanzania Limited
Tanzania


Citibank Uganda Limited
Uganda


Citibank Zambia Limited
Zambia


Citibank Zrt.
Hungary


Citibank, N.A.
United States


Citibank-Colombia S.A.
Colombia


Citibank-Corretora de Cambio, Titulos e Valores Mobiliarios S.A.
Brazil


Citibank-Corretora de Seguros S.A.
Brazil


Citibank-Distribuidora de Titulos e Valores Mobiliarios S.A.
Brazil


Citibrazil Bond Fund–Fundo De Investimento Financeiro
Brazil


CitiCapital Commercial Corporation
Delaware


CitiCapital Commercial Corporation
Canada


CitiCapital Commercial Corporation <AL>
Alabama


CitiCapital Commercial Corporation of Louisiana
Louisiana


CitiCapital Commercial Leasing Corporation
Indiana


CitiCapital Commercial Leasing Corporation
Canada


Citicapital Fleet Limited
England & Wales


CitiCapital Leasing (June) Limited
England & Wales


CitiCapital Leasing (March) Limited
England


CitiCapital Limited
Canada


CitiCapital Small Business Finance, Inc.
Delaware



8





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


CitiCapital Technology Finance Ltd.
Canada


CitiCapital Technology Finance, Inc.
Pennsylvania


Citicard S.A.
Argentina


Citicards Credit Services, Inc.
Puerto Rico


Citiclient (CPF) Nominees Limited
Wales


Citiclient (CPF) Nominees No 2 Limited
Wales


Citiclient Nominees No 1 Limited
Wales


Citiclient Nominees No 2 Limited
Wales


Citiclient Nominees No 3 Limited
Wales


Citiclient Nominees No 4 Limited
Wales


Citiclient Nominees No 5 Limited
Wales


Citiclient Nominees No 6 Limited
Wales


Citiclient Nominees No 7 Limited
Wales


Citiclient Nominees No 8 Limited
Wales


Citiclient Nominees No 9 Limited
England & Wales


Citicom de Mexico, S.A. de C.V.
Mexico


Citicorp (Jersey) Limited
Jersey, Channel Is.


Citicorp (Mexico) Holdings LLC
Delaware


Citicorp (Thailand) Ltd.
Thailand


Citicorp Administradora de Inversiones S.A.
Argentina


Citicorp Administrative Services, Inc.
Texas


Citicorp Aircraft Management, Inc.
Delaware


Citicorp Akademie GmbH
Germany


Citicorp Bankers Leasing Corporation
Delaware


Citicorp Bankers Leasing Finance Corporation
Delaware


Citicorp Banking Corporation
Delaware


Citicorp Capital Asia (Taiwan) Ltd.
Taiwan


Citicorp Capital I
Delaware


Citicorp Capital II
Delaware


Citicorp Capital Investors Europe Limited
Delaware


Citicorp Capital Investors Ltd.
Canada


Citicorp Capital Investors, Limited
Delaware


Citicorp Capital Markets Australia Limited
Australia


Citicorp Capital Markets Limited
India


Citicorp Capital Markets Sociedad Anonima
Argentina


Citicorp Capital Markets Uruguay S.A.
Uruguay


Citicorp Capital Philippines, Inc.
Philippines


Citicorp Card Services, Inc.
Delaware


Citicorp Churchill Lease, Inc.
Delaware



9





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citicorp Clearing Services India Limited
India


Citicorp Community Development, Inc.
New York


Citicorp Credit Services, Inc.
Delaware


Citicorp Credit Services, Inc. (Delaware)
Delaware


Citicorp Credit Services, Inc. (USA)
Delaware


Citicorp Credit, Inc.
Japan


Citicorp Customer Services S.L.
Spain


Citicorp Data Systems Incorporated
Delaware


Citicorp Del-Lease, Inc.
Delaware


Citicorp Delaware Equity, Inc.
Delaware


Citicorp Delaware Services, Inc.
Delaware


Citicorp Deutschland GmbH
Germany


Citicorp Development Center, Inc.
Delaware


Citicorp Dienstleistungs GmbH
Germany


Citicorp Diners Club Inc.
Delaware


Citicorp Diners Club Japan Kabushiki Kaisha
Japan


Citicorp Epic Finance, Inc.
Delaware


Citicorp Finance (India) Limited
India


Citicorp Finance International Ltd.
Bermuda


Citicorp Finance Taiwan Inc.
Taiwan


Citicorp Financial Services and Insurance Brokerage Philippines, Inc.
Philippines


Citicorp Financial Services Corporation
Puerto Rico


Citicorp Financial Services Limited
Hong Kong


Citicorp Finanziaria S.p.A.
Italy


Citicorp FSC I Ltd.
Bermuda


Citicorp FSC II Ltd.
Bermuda


Citicorp Funding, Inc.
Delaware


Citicorp General Insurance Agency Corporation
Taiwan


Citicorp Global Holdings, Inc.
Delaware


Citicorp Global Lease, Inc.
Delaware


Citicorp Holdings Inc.
Delaware


Citicorp Home Equity, Inc.
North Carolina


Citicorp Home Mortgage Services, Inc.
North Carolina


Citicorp Insurance Agency Co., Ltd.
Taiwan


Citicorp Insurance Agency, Inc.
Delaware


Citicorp Insurance Services S.A./N.V.
Belgium


Citicorp Insurance Services, Inc.
Delaware


Citicorp Insurance USA, Inc.
Vermont


Citicorp International Finance Corporation
Delaware



10





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citicorp International Limited
Hong Kong


Citicorp International Securities Finance Ltd
England


Citicorp International Trading Company Argentina S.A.
Argentina


Citicorp International Trading Company, Inc.
Delaware


Citicorp Inversora S.A. Gerente de Fondos Comunes de Inversion
Argentina


Citicorp Investment Bank (Singapore) Limited
Singapore


Citicorp Investment Partners, Inc.
Delaware


Citicorp Investment Services
Delaware


Citicorp Investments Limited
Australia


Citicorp Investor Lease, Inc.
Delaware


Citicorp Leasing (Deutschland) GmbH
Germany


Citicorp Leasing (Thailand) Limited
Thailand


Citicorp Leasing Argentina S.A.
Argentina


Citicorp Leasing International LLC
Delaware


Citicorp Leasing, Inc.
Delaware


Citicorp Lescaman, Inc.
New York


Citicorp Management AG
Germany


Citicorp Maruti Finance Ltd.
India


Citicorp Mercantil-Participacoes e Investimentos S.A.
Brazil


Citicorp Merchant Bank Limited
Trinidad & Tobago


Citicorp Mezzanine Partners III, L.P.
Delaware


Citicorp Mezzanine Partners, L.P.
New York


Citicorp Mortgage Securities, Inc.
Delaware


Citicorp MT Aquarius Ship, Inc.
Delaware


Citicorp MT Aries Ship, Inc.
Delaware


Citicorp Multilease (SEF), Inc.
Delaware


Citicorp National Services, Inc.
Delaware


Citicorp Nevada Credit, Inc.
Nevada


Citicorp Nevada Leasing, Inc.
California


Citicorp Nominees Pty. Limited
Australia


Citicorp North America, Inc.
Delaware


Citicorp Operations Consulting GmbH
Germany


Citicorp Payment Services, Inc.
Delaware


Citicorp Pension Management Ltd.
Bahamas


Citicorp Peru S.A. Sociedad Agente de Bolsa
Peru


Citicorp Peru Sociedad Titulizadora S.A.
Peru


Citicorp Petrolease, Inc.
Delaware


Citicorp Pty Limited
Australia


Citicorp Railmark, Inc.
Delaware



11





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citicorp Real Estate, Inc.
Delaware


Citicorp Residential Mortgage Securities, Inc.
Delaware


Citicorp Securities (Japan) Limited
Cayman Is.


Citicorp Securities (Thailand) Ltd.
Thailand


Citicorp Securities Asia Pacific Limited
Hong Kong


Citicorp Securities International (RP), Inc.
Philippines


Citicorp Securities Investment Consulting Inc.
Taiwan


Citicorp Securities Services, Inc.
Delaware


Citicorp Securities West Africa
Ivory Coast


Citicorp Services Inc.
Delaware


Citicorp Services Limited
New Zealand


Citicorp Servium S.A.
Peru


Citicorp Sierra Lease, Inc.
Delaware


Citicorp Software and Technology Services (Shanghai) Limited
China


Citicorp Strategic Technology Corporation
Delaware


Citicorp Subsahara Investments, Inc.
Delaware


Citicorp Technology Holdings Inc.
Delaware


Citicorp Translease, Inc.
Delaware


Citicorp Trust Bank, fsb
United States


Citicorp Trust South Dakota
South Dakota


Citicorp Trust, National Association
United States


Citicorp Trustee (Singapore) Limited
Singapore


Citicorp Trustee Company Limited
England


Citicorp Tulip Lease, Inc.
Delaware


Citicorp USA, Inc.
Delaware


Citicorp Valores S.A. Sociedad de Bolsa
Argentina


Citicorp Vendor Finance, Inc.
Delaware


Citicorp Vendor Finance, Ltd.
Canada


Citicorp Venture Capital (Cayman) Ltd.
Cayman Is.


Citicorp Venture Capital Investors Limited
Cayman Is.


Citicorp Venture Capital Ltd.
Delaware


Citicorp Vermogensverwaltungs GmbH
Germany


Citicorp Vermogensverwaltungs GmbH & Co. Finanz KG
Germany


Citicorporate Limited
England


Citicredito S.A.
Honduras


Citidatos S.A.
Ecuador


CitiDel, Inc.
Delaware


CitiEquity Pan Europe Smaller Companies
Luxembourg


Citifin S.A. E.F.C.
Spain



12





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citifinance Limited
Jamaica


Citifinance S.A.
Haiti


Citifinancial (Guernsey) Limited
Guernsey, Channel Is.


CitiFinancial (Isle of Man) Limited
England & Wales


CitiFinancial (Jersey) Limited
Jersey, Channel Is.


CitiFinancial Administrative Services of Canada, Inc.
Canada


CitiFinancial Auto Corporation
South Carolina


CitiFinancial Auto Credit, Inc.
Texas


CitiFinancial Auto, Ltd.
Minnesota


CitiFinancial Canada East Corporation
Canada


CitiFinancial Canada, Inc.
Canada


CitiFinancial Company
Delaware


Citifinancial Consumer Finance India Limited
India


CitiFinancial Consumer Services, Inc.
Delaware


CITIFINANCIAL CORPORATION
Philippines


CitiFinancial Corporation <CO>
Colorado


CitiFinancial Corporation Limited
England & Wales


CitiFinancial Corporation, LLC
Delaware


CitiFinancial Credit Company
Delaware


CitiFinancial Delaware LLC
Delaware


CitiFinancial Europe plc
England & Wales


CitiFinancial Holdings Limited
England & Wales


CitiFinancial Insurance Agency of Florida, Inc.
Florida


CitiFinancial Insurance Agency of Nevada, Inc.
Nevada


CitiFinancial Insurance Agency of Washington, Inc.
Washington


CitiFinancial Insurance Agency, Inc.
Wyoming


CitiFinancial Insurance Services India Limited
India


Citifinancial Limited
England & Wales


CitiFinancial Management Corporation
Maryland


CitiFinancial Mortgage Company (FL), LLC
Delaware


CitiFinancial Mortgage Company, LLC
Delaware


CitiFinancial Mortgage Securities Inc.
Delaware


CitiFinancial of Virginia, Inc.
Virginia


CitiFinancial of West Virginia, Inc.
West Virginia


CitiFinancial Print Limited
England & Wales


Citifinancial Promotora De Negocios & Cobranca Ltda.
Brazil


CitiFinancial Retail Services India Limited
India


CitiFinancial Services of Mississippi, LLC
Delaware


CitiFinancial Services of Puerto Rico, Inc.
Puerto Rico



13





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


CitiFinancial Services, Inc. <CA>
California


CitiFinancial Services, Inc. <DE>
Delaware


CitiFinancial Services, Inc. <GA>
Georgia


CitiFinancial Services, Inc. <KY>
Kentucky


CitiFinancial Services, Inc. <MA>
Massachusetts


CitiFinancial Services, Inc. <MN>
Minnesota


CitiFinancial Services, Inc. <MO>
Missouri


CitiFinancial Services, Inc. <OH>
Ohio


CitiFinancial Services, Inc. <OK>
Oklahoma


CitiFinancial Services, Inc. <PA>
Pennsylvania


CitiFinancial Services, Inc. <UT>
Utah


CitiFinancial Services, Inc. <VA>
Virginia


CitiFinancial, Inc. <HI>
Hawaii


CitiFinancial, Inc. <IA>
Iowa


CitiFinancial, Inc. <KY>
Kentucky


CitiFinancial, Inc. <MD>
Maryland


CitiFinancial, Inc. <NY>
New York


CitiFinancial, Inc. <OH>
Ohio


CitiFinancial, Inc. <SC>
South Carolina


CitiFinancial, Inc. <TN>
Tennessee


CitiFinancial, Inc. <TX>
Texas


CitiFinancial, Inc. <WV>
West Virginia


CitiFinancial, Inc. NC
North Carolina


Citifinanzberatung GmbH
Germany


Citiflight, Inc.
Delaware


CitiFriends Nominee Limited
England


Citigroup (Chile) S.A. Corredores de Bolsa
Chile


Citigroup (Congo) S.A.R.L.
Dem. Republic of Congo


Citigroup (Jersey) Limited
Jersey, Channel Is.


Citigroup (UK) Pension Trustee Limited
England


Citigroup Alternative Investments (Ireland) Limited
Ireland


Citigroup Alternative Investments European Fund Advisor, LLC
Delaware


Citigroup Alternative Investments General Real Estate Mezzanine Investments II, LLC
Delaware


Citigroup Alternative Investments GP, LLC
Delaware


Citigroup Alternative Investments Limited Real Estate Mezzanine Investments III LLC
Delaware


Citigroup Alternative Investments LLC
Delaware


Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC
Delaware


Citigroup Alternative Investments Opportunity Fund IV Associates, LLC
Delaware


Citigroup Alternative Investments Opportunity Fund V Associates (Domestic), LLC
Delaware



14





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citigroup Alternative Investments Opportunity Fund V Associates (International), LLC
Delaware


Citigroup Alternative Investments Private Equity GP LLC
Delaware


Citigroup Alternative Investments Real Estate GP LLC
Delaware


Citigroup Alternative Investments Structuring Facility Ltd.
Cayman Is.


Citigroup Asia Pacific Holding Corporation
Delaware


Citigroup Asset Management Investments LLC
Delaware


Citigroup BUSA Holdings Inc.
Delaware


Citigroup Business Process Solutions Pte. Ltd.
Singapore


Citigroup Capital Finance Ireland Limited
England


Citigroup Capital II
Delaware


Citigroup Capital III
Delaware


Citigroup Capital IX
Delaware


Citigroup Capital Korea Inc.
South Korea


Citigroup Capital Sdn. Bhd.
Malaysia


Citigroup Capital VII
Delaware


Citigroup Capital VIII
Delaware


Citigroup Capital X
Delaware


Citigroup Capital XI
Delaware


Citigroup Capital XIV
Delaware


Citigroup CCDE Investment Fund LLC
Delaware


Citigroup Commercial Mortgage Participation LLC
Delaware


Citigroup Commercial Mortgage Securities Inc.
Delaware


Citigroup Counterparty Risk LLC
Delaware


Citigroup Credit Management Company Ltd.
Cayman Is.


Citigroup Delaware Finance General Partner LLC
Delaware


Citigroup Delaware Finance Limited Partnership
Delaware


Citigroup Delaware First Finance LLC
Delaware


Citigroup Delaware Second Finance LLC
Delaware


CITIGROUP DEPOSITARY SERVICES (FRANCE)
France


Citigroup Derivatives Markets Inc.
Delaware


Citigroup Diversified Futures Fund L.P.
New York


Citigroup Emerging CTA Portfolio L.P.
New York


Citigroup Employee Fund of Funds (Cayman) I, LP
Cayman Is.


Citigroup Employee Fund of Funds (DE-UK) I, LP
Delaware


Citigroup Employee Fund of Funds (Master Fund) I, LP
Delaware


Citigroup Employee Fund of Funds (UK) I, LP
England


Citigroup Employee Fund of Funds (US-UK) I, LP
Delaware


Citigroup Employee Fund of Funds I, LP
Delaware


Citigroup Energy Canada Holdings ULC
Canada



15





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citigroup Energy Canada ULC
Canada


Citigroup Energy Holdings Inc.
Delaware


Citigroup Energy Inc.
Delaware


Citigroup Fairfield Futures Fund L.P. II
New York


Citigroup Finance Canada Inc.
Canada


Citigroup Finance Limited Partnership
Delaware


Citigroup Finance LLC
Delaware


Citigroup Financial Products Inc.
Delaware


Citigroup Financial Strategies Inc.
Delaware


Citigroup FOF LLC
Delaware


Citigroup Forex Inc.
Delaware


Citigroup Fund Services (Bermuda) Ltd.
Bermuda


Citigroup Fund Services (BVI) Ltd.
British Virgin Is.


Citigroup Fund Services (Cayman) Ltd.
Cayman Is.


Citigroup Fund Services Canada Holding Co.
Canada


Citigroup Fund Services Canada, Inc.
Canada


Citigroup Fund Services, LLC
Delaware


Citigroup Funding Inc.
Delaware


Citigroup Funding Limited Partnership
Delaware


Citigroup General Partner LLC
Delaware


Citigroup GHS Holdings, Inc.
Delaware


Citigroup Global Investments Japan K.K.
Japan


Citigroup Global Investments Offshore Investment Holdings Ltd.
Cayman Is.


Citigroup Global Investments Real Estate LP LLC
Delaware


Citigroup Global Markets (Chile) S.A.
Chile


Citigroup Global Markets (International) Finance AG
Switzerland


Citigroup Global Markets (Loan Notes) Inc.
Delaware


Citigroup Global Markets (Proprietary) Limited
South Africa


Citigroup Global Markets Asia Capital Corporation Limited
Ireland


Citigroup Global Markets Asia Limited
Hong Kong


Citigroup Global Markets Asia Pacific Limited
Delaware


Citigroup Global Markets Australia Financial Products Limited
Australia


Citigroup Global Markets Australia Holdings Pty Limited
Australia


Citigroup Global Markets Australia Nominees No. 2 Pty Limited
Australia


Citigroup Global Markets Australia Pty Limited
Australia


Citigroup Global Markets Brasil Holdings Inc.
Delaware


Citigroup Global Markets Canada Inc.
Canada


Citigroup Global Markets China Limited
Hong Kong


Citigroup Global Markets Commercial Corp.
Delaware



16





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citigroup Global Markets Deutschland AG & Co. KGaA
Germany


Citigroup Global Markets Eastern Europe Limited
England


Citigroup Global Markets Europe Finance Limited
England


Citigroup Global Markets Europe Limited
England


Citigroup Global Markets Finance Corporation & Co. beschrankt haftende KG
Germany


Citigroup Global Markets Finance Limited
New Zealand


Citigroup Global Markets Finance LLC
Delaware


Citigroup Global Markets Financial Products LLC
Delaware


Citigroup Global Markets Holdings GmbH
Switzerland


Citigroup Global Markets Holdings Inc.
New York


Citigroup Global Markets Hong Kong Futures And Securities Limited
Hong Kong


Citigroup Global Markets Hong Kong Holdings Limited
Hong Kong


Citigroup Global Markets Hong Kong Nominee Limited
Hong Kong


Citigroup Global Markets Inc.
New York


Citigroup Global Markets India Private Limited
India


Citigroup Global Markets International LLC
Delaware


Citigroup Global Markets Korea Securities Limited
South Korea


Citigroup Global Markets Limited
England


Citigroup Global Markets Malaysia Sdn. Bhd.
Malaysia


Citigroup Global Markets Management AG
Germany


Citigroup Global Markets Mauritius Private Limited
Mauritius


Citigroup Global Markets New Zealand Limited
New Zealand


Citigroup Global Markets Nominees (Proprietary) Limited
South Africa


Citigroup Global Markets Overseas Finance Limited
Cayman Is.


Citigroup Global Markets Polska Spolka z ograniczona odpowiedzialnoscia
Poland


Citigroup Global Markets Puerto Rico Inc.
Puerto Rico


Citigroup Global Markets Realty Corp.
New York


Citigroup Global Markets Representacoes Ltda.
Brazil


Citigroup Global Markets Singapore Holdings Pte. Ltd.
Singapore


Citigroup Global Markets Singapore Pte. Ltd.
Singapore


Citigroup Global Markets Singapore Securities Pte. Ltd.
Singapore


Citigroup Global Markets Taiwan Limited
Taiwan


Citigroup Global Markets U.K. Equity Limited
England


Citigroup Global Services Limited
India


Citigroup GSP Employees Fund, L.P.
Delaware


Citigroup Holdco Delaware Finance Inc.
Delaware


Citigroup Holdco Finance Inc.
Delaware


Citigroup Holding (Singapore) Private Limited
Singapore


Citigroup Holdings (Bermuda) Ltd.
Bermuda



17





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citigroup Holdings Mauritius Ltd
Mauritius


Citigroup Index LLC
Delaware


Citigroup Information Technology Operations and Solutions Limited
India


Citigroup Institutional Trust Company
Delaware


Citigroup Insurance Holding Corporation
Georgia


Citigroup International Finance
Cayman Is.


Citigroup International Luxembourg Limited
England


Citigroup International Netherlands B.V.
Netherlands


Citigroup International Overseas Funding
Cayman Is.


Citigroup Investment Advisory Services Inc.
Delaware


Citigroup Investment Deutschland Kapitalanlagegesellschaft mit beschrankter Haftung
Germany


Citigroup Investment Holdings Inc.
Delaware


Citigroup Investments Inc.
Delaware


Citigroup Irish Investor LLC
Delaware


Citigroup IT Consulting GmbH
Germany


Citigroup Leasing Financial Services Company Limited
Hungary


Citigroup Managed Futures LLC
Delaware


Citigroup Management Consulting (Shanghai) Co., Ltd.
China


Citigroup Management Corp.
Delaware


Citigroup Mortgage Loan Trust Inc.
Delaware


Citigroup Netherlands B.V.
Netherlands


Citigroup Nominee (Malaysia) Sdn. Bhd.
Malaysia


Citigroup Nominees (Asing) Sdn. Bhd.
Malaysia


Citigroup Nominees (Tempatan) Sdn. Bhd.
Malaysia


Citigroup Participation Luxembourg Limited
England


Citigroup Partners UK
England


Citigroup Payco I LLC
Delaware


Citigroup Payco II LLC
Delaware


Citigroup Payco III LLC
Delaware


Citigroup Payco LLC
Delaware


Citigroup Principal Investments Japan Kabushiki Kaisha
Japan


Citigroup Principal Investments Japan Ltd.
Cayman Is.


Citigroup Private Bank GP, Inc.
Delaware


Citigroup Private Equity (Offshore) LLC
Delaware


Citigroup Property Investors Asia Kingsville II Ltd.
Cayman Is.


Citigroup Property Investors Asia Limited
Hong Kong


Citigroup Property Investors China Limited
Hong Kong


Citigroup Property Investors Global Real Estate Public Securities LLC
Delaware


Citigroup Property Investors US Real Estate Public Securities LLC
Delaware



18





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citigroup Property Limited
England


Citigroup Pty Limited
Australia


Citigroup Real Estate Finance Asia
Cayman Is.


Citigroup Real Estate Partners II (Institutional), L.P.
Delaware


Citigroup Real Estate Partners II, L.P.
Delaware


Citigroup Realty Services GmbH
Germany


Citigroup Risk Brokers Holding Company Inc.
Delaware


Citigroup Risk Brokers Inc.
Delaware


Citigroup Sales and Outsourcing Services Sdn. Bhd.
Malaysia


Citigroup Securities Clearing Australia Limited
Australia


Citigroup Securities S.A.E.
Egypt


Citigroup Securities Services (Bermuda) Ltd.
Bermuda


Citigroup Services (Japan) Ltd.
Cayman Is.


Citigroup Services Japan Ltd.
Japan


Citigroup Services LLC
Delaware


Citigroup South Africa Credit Products (Proprietary) Limited
South Africa


Citigroup Strategic Holdings Mauritius Ltd
Mauritius


Citigroup Technology, Inc.
Delaware


Citigroup Trade Services (Malaysia) Sendirian Berhad
Malaysia


Citigroup Trust—Delaware, National Association
United States


Citigroup Vehicle Securities Inc.
Delaware


Citigroup Venture Capital Equity Partners, L.P.
Delaware


Citigroup Venture Capital GP Holdings, Ltd.
Delaware


Citigroup Venture Capital International Africa Fund G.P. Limited
Channel Is.


Citigroup Venture Capital International Africa Fund, L.P.
Cayman Is.


Citigroup Venture Capital International Asia Pacific Limited
Bahamas


Citigroup Venture Capital International Bio-Fuel, L.P.
Delaware


Citigroup Venture Capital International Brazil LLC
Delaware


Citigroup Venture Capital International Brazil, L.P.
Cayman Is.


Citigroup Venture Capital International Carried Interest Program Limited
Cayman Is.


Citigroup Venture Capital International Carried Interest, L.P.
Cayman Is.


Citigroup Venture Capital International CDX LLC
Delaware


Citigroup Venture Capital International Co-Investment Program Limited
Cayman Is.


Citigroup Venture Capital International Co-Investment, L.P.
Cayman Is.


Citigroup Venture Capital International Delaware Corporation
Delaware


Citigroup Venture Capital International Ebene Limited
Mauritius


Citigroup Venture Capital International Growth Partnership (Cayman), L.P.
Cayman Is.


Citigroup Venture Capital International Growth Partnership (Delaware), L.P.
Delaware


Citigroup Venture Capital International Growth Partnership (Offshore), L.P.
Delaware



19





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citigroup Venture Capital International Growth Partnership Mauritius Limited
Mauritius


Citigroup Venture Capital International Growth Partnership, L.P.
Cayman Is.


Citigroup Venture Capital International Investment G.P. Limited
Channel Is.


Citigroup Venture Capital International Jersey Limited
Jersey, Channel Is.


Citigroup Venture Capital International Mauritius Limited
Mauritius


Citigroup Venture Capital International Partnership G.P. Limited
Jersey, Channel Is.


Citigroup Venture Capital LP Holdings, Ltd.
Delaware


Citigroup Venture Capital Manager Holdings, Ltd.
Delaware


Citigroup Washington, Inc.
District of Columbia


Citigroup Wealth Advisors Pty Limited
Australia


CitiHousing, Inc.
South Dakota


Citilease Company Ltd.
Japan


Citilease Finansal Kiralama Anonim Sirketi
Turkey


CitiLeasing (Hungary) Ltd.
Hungary


Citileasing Egypt S.A.E.
Egypt


Citileasing OOO
Russia


Citileasing S.A.
Peru


Citileasing s.r.o.
Czech Republic


CitiLife Financial Limited
Ireland


CitiMae, Inc.
Delaware


Citimarlease (Burmah I), Inc.
Delaware


Citimarlease (Burmah I), Inc. UTA (9/28/72)
Delaware


Citimarlease (Burmah Liquegas), Inc.
Delaware


Citimarlease (Burmah Liquegas), Inc. UTA (9/28/72)
Delaware


Citimarlease (Burmah LNG Carrier), Inc.
Delaware


Citimarlease (Burmah LNG Carrier), Inc. UTA (9/28/72)
Delaware


Citimarlease (Fulton), Inc.
Delaware


Citimarlease (Whitney), Inc.
Delaware


Citimerchant Bank Limited
Jamaica


CitiMortgage Asset Management, Inc.
New York


Citimortgage Holdings, Inc.
Delaware


CitiMortgage, Inc.
New York


Citinet Limited
England


Citinversiones de Titulos y Valores (Puesto de Bolsa) S.A.
Dominican Republic


Citinversiones, S.A.
Guatemala


Citinvestment Chile Limited
Bahamas


Citipartners Services Group A.I.E.
Spain


CitiProperties (BVI) Limited
British Virgin Is.


CitiRealty China (BVI) Limited
British Virgin Is.



20





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Citisecurities Limited
Australia


Citiseguros Puerto Rico, Inc.
Puerto Rico


CitiService S.p.A.
Italy


Citishare Corporation
Delaware


CITISOLUTIONS FINANCIAL (UK) LIMITED
England & Wales


CitiSolutions Financial Limited
Ireland


CitiStreet Advisors LLC *
New Jersey


CitiStreet Australia Pty Limited *
Australia


CitiStreet International, LLC *
Delaware


CitiStreet LLC i
Delaware


CitiStreet Mortgage Services, Inc. *
New Jersey


Cititrading S.A. Casa de Valores
Ecuador


Cititrust (Bahamas) Limited
Bahamas


Cititrust (Cayman) Limited
Cayman Is.


Cititrust (Jersey) Limited
Jersey, Channel Is.


Cititrust (Kenya) Limited
Kenya


Cititrust (Mauritius) Limited
Mauritius


Cititrust (New Jersey) Limited
Delaware


Cititrust (Singapore) Limited
Singapore


Cititrust (Switzerland) Limited
Switzerland


Cititrust Colombia S.A. Sociedad Fiduciaria
Colombia


Cititrust Limited
Hong Kong


Cititrust S.p.A.-Istituto Fiduciario
Italy


Cititrust Services Limited
Bahamas


Citivalores Puesto de Bolsa, S.A.
Costa Rica


Citivalores S.A. Comisionista de Bolsa
Colombia


Citivalores, S.A.
Guatemala


Citivalores, S.A.
Panama


Citivic Nominees Limited
England


CJP Holdings Inc.
Delaware


Clovelly Aircraft Ltd.
Japan


CM FSC I LTD.
Bermuda


CM FSC II Limited
Bermuda


CM FSC III Limited
Bermuda


CM FSC IV, Ltd.
Bermuda


CM Leasing Company
Canada


CM Leasing Member 1995 Trust-A1
Delaware


CM Leasing Member 1995 Trust-A2
Delaware


CM North America Holding Company
Canada



21





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


CM Tulip Holding Company
Canada


CMF Altis Partners Master Fund L.P.
New York


CMF Aspect Master Fund L.P.
New York


CMF Avant Master Fund L.P.
New York


CMF Campbell Master Fund L.P.
New York


CMF Capital Fund Management Master Fund L.P.
New York


CMF Drury Capital Master L.P.
New York


CMF Graham Master Fund L.P.
New York


CMF Institutional Futures Portfolio L.P.
New York


CMF SandRidge Master Fund L.P.
New York


CMF Willowbridge Argo Master Fund L.P.
New York


CMF Winton Feeder I L.P.
New York


CMF Winton Master L.P.
New York


CMFC, Inc.
Puerto Rico


CMI of Delaware, Inc.
Delaware


Co-Investment II Luxco S.a.r.l.
Luxembourg


Co-Investment Limited II (M-Tel)
Cayman Is.


Co-Investment Limited Partnership I
Cayman Is.


Co-Investment Limited Partnership V (SOL)
Cayman Is.


Co-Investment LLC IX (Cordillera)
Delaware


Co-Investment LLC VII (Intcomex)
Delaware


Co-Investment LLC VIII (Palink)
Delaware


Cole Brook CBNA Loan Funding LLC
Delaware


Cole Brook CFPI Loan Funding LLC
Delaware


Collister Loft Finance LLC
Delaware


Commercial Credit International, Inc.
Delaware


Commonwealth Control, Inc.
Delaware


Commonwealth Plan, Inc., The
Massachusetts


Commonwealth System, Inc., The
Massachusetts


Communico
California


Compañia Exportadora Cityexport S.A. en Liquidación
Colombia


Coogee Aircraft Ltd.
Japan


Coogee Finance Pty Limited
Australia


Coon Rapids Leased Housing Associates II, Limited Partnership
Minnesota


Copelco Capital (Puerto Rico), Inc.
Puerto Rico


Copelco Capital Funding Corp. IX
Delaware


Copelco Capital Funding Corp. VI
Delaware


Copelco Capital Funding Corp. VIII
Delaware


Copelco Capital Funding LLC 99-B
Delaware



22





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Copelco Capital Residual Funding LLC I
Delaware


Copelco Manager, Inc.
Delaware


Copelco Reinsurance Company, Ltd.
Bermuda


CORPIFEXSA, Corporación de Inversiones y Fomento de Exportaciones S.A.
Ecuador


Corporación Citibank G.F.C. S.A.
Costa Rica


Corporate Loan Funding I LLC
Delaware


Corporate Loan Funding III LLC
Delaware


Corporate Loan Funding IV LLC
Delaware


Corporate Loan Funding IX LLC
Delaware


Corporate Loan Funding V LLC
Delaware


Corporate Loan Funding VI LLC
Delaware


Corporate Loan Funding VII LLC
Delaware


Corporate Loan Funding XI LLC
Delaware


Corporate Loan Funding XIII LLC
Delaware


Corporativo Vitamedica, S.A. De C.V.
Mexico


Corvus Investments Y.K.
Japan


Court Square Capital Limited
Delaware


Courtney Park Leasehold, LLC
Florida


Coventry Aircraft Ltd.
Japan


CPI 2004 European Carried Interest Program (Delaware), L.P.
Delaware


CPI 2004 Global Carried Interest Program (Delaware), L.P.
Delaware


CPI 2004 North America Carried Interest Program, L.P.
Delaware


CPI 2005 Asia Pacific Carried Interest Program, L.P.
Delaware


CPI 2005 European Carried Interest Program, L.P.
Delaware


CPI 2005 Global Carried Interest Program, L.P.
Delaware


CPI 2005 North America Carried Interest Program, L.P.
Delaware


CPI Asia Academy ABS Specialty Company, L.L.C.
South Korea


CPI Asia Academy Ltd.
British Virgin Is.


CPI Asia G Tower Limited
British Virgin Is.


CPI Asia Investment B.V.
Netherlands


CPI Asia Investment Sarl
Luxembourg


CPI Asia JYL Limited
Barbados


CPI Asia JYL SRL
Barbados


CPI Asia Moon River SRL
Barbados


CPI Asia National 1 Limited
British Virgin Is.


CPI Asia National 2 Limited
British Virgin Is.


CPI Asia NP, Ltd.
British Virgin Is.


CPI C-REP GP LLC
Delaware


CPI C-REP II GP, L.P.
Delaware



23





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


CPI Capital Partners Asia Pacific (Cayman), L.P.
Cayman Is.


CPI Capital Partners Asia Pacific (Delaware), L.P.
Delaware


CPI Capital Partners Asia Pacific GP Ltd.
Cayman Is.


CPI Capital Partners Asia Pacific, L.P.
Cayman Is.


CPI Capital Partners Europe (NFR), L.P.
England


CPI Capital Partners Europe GP LLC
Delaware


CPI Capital Partners Europe Holdings S.a.r.l.
Luxembourg


CPI Capital Partners Europe, L.P.
England


CPI Capital Partners Financing S.a.r.l.
Luxembourg


CPI Capital Partners North America LP
Delaware


CPI Capital Partners North America Offshore (Cayman) L.P.
Cayman Is.


CPI Capital Partners North America Offshore LP
Delaware


CPI CMBS Equity I LLC
Delaware


CPI Co-Investment Fund LP
Delaware


CPI CPEH 2 S.a r.l.
Luxembourg


CPI Darlington Limited
Jersey, Channel Is.


CPI European Fund GP LLC
Delaware


CPI Fund Investments LLC
Delaware


CPI Global RE Securities HP LLC
Delaware


CPI India I Limited
Mauritius


CPI Kildare S.a r.l.
Luxembourg


CPI Leuna GmbH
Germany


CPI Milton Keynes Ltd.
Jersey, Channel Is.


CPI NA Cayman Fund GP L.P.
Cayman Is.


CPI NA Fund GP LP
Delaware


CPI NA GP LLC
Delaware


CPI Nanterre E.U.R.L.
France


CPI Pomezia S.r.l.
Italy


CPI Retail Active Management Programme Limited Partnership
Scotland


CPI Shepshed Ltd.
Jersey, Channel Is.


CPI Surprise Farms, LLC
Delaware


CPI-LCP Jackson Hole Operator, LLC
Delaware


CPI-LCP Jackson Hole Owner, LLC
Delaware


CPI-LCP Jackson Hole Venture, LLC
Delaware


CPI-Sage Focused Service Urban Hotels Venture, LLC
Delaware


CPI-Sage Hotels Atlanta Mezz, LLC
Delaware


CPI-Sage Hotels Atlanta Owner, LLC
Delaware


CPI-Sage Hotels Brisbane Mezz, LLC
Delaware


CPI-Sage Hotels Brisbane Owner, LLC
Delaware



24





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


CPI-Sage Hotels Denver Mezz, LLC
Delaware


CPI-Sage Hotels Denver Owner, LLC
Delaware


CPI-Sage Hotels Hoffman Mezz, LLC
Delaware


CPI-Sage Hotels Hoffman Owner, LLC
Delaware


CPI-Sage Hotels Lessee Mezz, LLC
Delaware


CPI-Sage Hotels Lessee Venture, LLC
Delaware


CPI-Sage Hotels Lessee, LLC
Delaware


CPI-Sage Hotels Mezz Manager, LLC
Delaware


CPI-Sage Hotels Orlando Mezz, LLC
Delaware


CPI-Sage Hotels Orlando Owner, LLC
Delaware


CPI-Sage Hotels Owner Manager, LLC
Delaware


CPL CBNA Loan Funding LLC
Delaware


CPL CFPI Loan Funding LLC
Delaware


Cramer Finance LLC
Delaware


CReAM Trust
Jersey, Channel Is.


Crédito Familiar, S.A. de C.V., Sociedad Financiera de Objeto Limitado, Grupo Financiero Associates
Mexico


CSA ROBIN AIRCRAFT LTD.
Japan


CSA SWAN AIRCRAFT LTD.
Japan


CSO Partners Limited
England


CT Mezzanine Fund III Manager LLC
Delaware


CT Mezzanine Partners II, L.P.
Delaware


CTA Capital LLC
Delaware


CTCL (BOPPF) Fund Nominee No. 1 Limited
England


CTCL (BOPPF) Fund Nominee No. 2 Limited
England


CTCL (BUKP) Fund Nominee No. 1 Limited
England


CTCL (BUKP) Fund Nominee No. 2 Limited
England


CTCL Property MHI Nominees No 1 Limited
England


CTCL Property MHI Nominees No 2 Limited
England


CTK Investors 1 LP
Delaware


CTK Investors 2 LP
Delaware


CUIM NOMINEE LIMITED
England


CVC Capital Funding, Inc.
Delaware


CVC Capital Funding, LLC
Delaware


CVC Executive Fund LLC
Delaware


CVC International (Palink) B.V.
Netherlands


CVC Management LLC
Delaware


Cyburt Hall Chandler Spectrum, LLC
Delaware


Czech Real Estate Regions S.a.r.l.
Luxembourg



25





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Davis Associates, L.P.
Mississippi


Dayton CBNA Loan Funding LLC
Delaware


Dayton CFPI Loan Funding LLC
Delaware


DCE Investments, Inc.
Delaware


Delphi I Asset Holding LLC
Delaware


Delphi I LLC
Delaware


Delphi Immobilien I GmbH
Germany


Delphi Servicing Holding Limited
England


Department Stores National Bank
United States


Dervat Nominees Pty Limited
Australia


Di Net Club S.r.l.
Italy


Diners Assurances SARL
France


Diners Club (Thailand) Limited, The
Thailand


Diners Club Argentina S.R.L.C. y de T.
Argentina


Diners Club de Mexico S.A. de C.V.
Mexico


Diners Club Europe S.p.A.
Italy


Diners Club International (Hong Kong) Limited
Hong Kong


Diners Club International (Taiwan) Limited
Taiwan


Diners Club International Ltd.
New York


Diners Club Italia S.r.l.
Italy


Diners Club of Greece Finance Company S.A.
Greece


Diners Club Pty Limited
Australia


Diners Club Switzerland Ltd.
Switzerland


Diners Club UK Limited
England


Diners Club Uruguay S.A.
Uruguay


Diners Travel S.A.C. y de T.
Argentina


Dirección Profesional de Empresas Afiliadas, S.A.
Mexico


DN Capital European Digital Infrastructure Fund I, L.P.
Jersey, Channel Is.


Dom Maklerski Banku Handlowego S.A.
Poland


Donat Investments S.A.
Bahamas


Donau Aircraft Ltd.
Japan


Dory 1 S.a.r.l.
Luxembourg


Dory 2 S.a.r.l.
Luxembourg


Dory 3 S.a.r.l.
Luxembourg


Dory 4 S.a.r.l.
Luxembourg


Drake & Co., LLC
Delaware


Drake Aircraft Ltd.
Japan


Dreiundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany



26





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Dritte Gamma W(ertpapier) I(nvestitions) P(ortfolio) GbR
Germany


Dunhill-Lexington Leasehold LLC
Delaware


Dynasty Three Limited
Hong Kong


Dynasty Three Ocean (Tianjin) Real Estate Co., Ltd.
China


Dynasty Two Limited
Hong Kong


Dynasty Two Ocean (Tianjin) Real Estate Co., Ltd.
China


EAB Community Development Corp.
New York


Eagle Aircraft Ltd.
Japan


ECL Funding LLC
Delaware


ECL2 Funding LLC
Delaware


Educational Loan Center, Inc.
Delaware


Eiffel Aircraft Ltd.
Japan


EKB Kereskedelmi es Szolgaltato Kft.
Hungary


EM Special Opportunities Citigroup Ltd.
Cayman Is.


EM Special Opportunities Fund III LLC
Delaware


Empaques Moldeados de America Internacionales SRL de C.V.
Mexico


Empaques Moldeados de America SRL de C.V.
Mexico


Empaques Moldeados de America Techologias SRL de C.V.
Mexico


EMSO Partners Limited
England


Entretenimientos Pedro de Valdivia Limitada
Chile


Erico International Corporation
Ohio


Esmeril Trading Lda.
Portugal


ESO GP L.L.C.
Delaware


ESSL 1, Inc.
Delaware


ESSL 2, Inc.
Delaware


Estithmaar IRE (GP) Limited
Cayman Is.


Estithmaar Islamic Real Estate Fund Limited Partnership
Cayman Is.


Eurasian Brewery Holdings Limited
Channel Is.


Euromaia Finance LLC
Delaware


Europe Aircraft Ltd.
Japan


European GREIO/TIC Real Estate Investments LLC
Delaware


Event Driven Portfolio LLC
Delaware


Everett Bluffs LLC
Washington


Evergreen CBNA Loan Funding LLC
Delaware


Evergreen CFPI Loan Funding LLC
Delaware


EXCT Holdings, Inc.
Hawaii


EXCT Limited Partnership
Hawaii


EXCT LLC
Hawaii


FAB Financial, LP
Texas



27





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


FAB Holdings GP, LLC
Delaware


FAB Holdings LP, LLC
Delaware


Fairfax Holdings, Inc.
Delaware


Fairfield Aircraft Ltd.
Japan


FBS CBNA Loan Funding LLC
Delaware


FBS CFPI Loan Funding LLC
Delaware


FCL Ship One, Inc.
Delaware


FCL Ship Three, Inc.
Delaware


FCL Ship Two, Inc.
Delaware


Feingold O’Keeffe Credit Fund CBNA Loan Funding LLC
Delaware


Feingold O’Keeffe Credit Fund CFPI Loan Funding LLC
Delaware


Feta Nominees Pty Limited
Australia


Fideicomiso de Administración y Pago, Socio Liquidador de Posición de Terceros, número 14016-1
Mexico


Fideicomiso de Administración y Pago, Socio Liquidador de Posición Propia, número 13928-7
Mexico


Fifth Bai Yun Aircraft Ltd.
Japan


Fimen S.A.
Belgium


Financial Leasing Corporation
Massachusetts


Financial Reassurance Company, Ltd.
Bermuda


First Bai Yun Aircraft Ltd.
Japan


First Century Management Company
New York


First Collateral Services, Inc.
Delaware


First Estate Corporation
California


First Family Financial Services, Inc. <DE>
Delaware


First National Nominees, Ltd.
Bahamas


Five Star Service Corporation
California


FiveStarz LLC
Delaware


FloridaUrbana, L.P.
Illinois


FNB Real Estate Corp.
Texas


FNC Insurance Agency, Inc.
California


FNC-Comercio e Participacoes Ltda.
Brazil


FOFIP S.A.
Uruguay


Fonet Consultants Private Limited
India


Foreign Fund 1 Fundo de Investimento Financeiro
Brazil


Foreign Investment—Fundo De Investimento Financeiro
Brazil


Foremost Investment Corporation
Delaware


Forthright Investment Limited
Hong Kong


Forum Financial Group Polska Spolka z o.o.
Poland



28





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


FourStarz LLC
Delaware


Franciscan Financial Corporation
California


Franklin Loft Finance LLC
Delaware


Fremont CBNA Loan Funding LLC
Delaware


Friday Services Pty Ltd
Australia


Fruehauf Finance Company
Michigan


FS Asia Holdings LLC
Delaware


FS Securities Holdings Inc.
Delaware


Fscwil Funding Limited Partnership
Delaware


Fuenfundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG

Germany



Future Mortgages 1 Limited
England & Wales


Future Mortgages Limited
England & Wales


Futuretel S.A.
Brazil


Gamma Trans Leasing Verwaltungs GmbH
Germany


Gamma Trans Leasing Verwaltungs GmbH & Co. Achte Finanzierungs-Management KG

Germany



Gamma Trans Leasing Verwaltungs GmbH & Co. Neunte Finanzierungs-Management KG

Germany



Gamma Trans Leasing Verwaltungs GmbH & Co. Sechste Finanzierungs-Management KG

Germany



Gamma Trans Leasing Verwaltungs GmbH & Co. Siebte Finanzierungs-Management KG

Germany



Gamma Trans Leasing Verwaltungs GmbH & Co. Vierte Finanzierungs-Management KG

Germany



Gamma W(ertpapier) (Investitions) P(ortfolio) 1 GbR
Germany


Gamma W(ertpapier) (Investitions) P(ortfolio) II GbR
Germany


Gatehouse Leasehold LLC
Delaware


Geneva Capital Markets, LLC
Delaware


Geneva II LLC
Delaware


Geno Asset Finance GmbH
Germany


Gera Realty India Private Limited
India


Gerlach (Nominee) & Co., L.L.C.
Delaware


GFII Australia Holdings Pty Limited
Australia


GFII Capital Pty Limited
Australia


Gilligan Developments Limited
British Virgin Is.


GLENFED Development Corp.
California


Global Hedge Strategies, LLC
Delaware


Global Packaging Corporation N.V.
Netherlands


GOF Loan Funding LLC
Delaware


GOF2 Loan Funding LLC
Delaware



29





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Gongpyung PFV Co., Ltd.
So. Korea


Grand River Navigation Company
Delaware


Great Dane Finance Company
Delaware


Green One Asset Securitization Specialty Limited
South Korea


Greenwich (Cayman) I Limited
Cayman Is.


Greenwich (Cayman) II Limited
Cayman Is.


Greenwich (Cayman) III Limited
Cayman Is.


GREIO Al-Soor Realty L.P.
Delaware


GREIO Islamic GP LLC
Delaware


Grupo Avantel, S.A. de C.V.
Mexico


Grupo Financiero Associates, S.A. de C.V.
Mexico


Grupo Financiero Banamex, S.A. de C.V.
Mexico


Hancock Place Apartments Associates, L.P.
New York


Handlowy—Inwestycje Sp. z o.o.
Poland


Handlowy—Leasing Sp. z o.o.
Poland


Handlowy Investments II S.a.r.l.
Luxembourg


Handlowy Investments S.A.
Luxembourg


Hank & Co., L.L.C.
Delaware


Hanseatic Real Estate B.V.
Netherlands


Healthcote Limited
Hong Kong


Hibiscus CBNA Loan Funding LLC
Delaware


Hibiscus CFPI Loan Funding LLC
Delaware


Highpoint Investors LP
Delaware


Hillco Insurance Agency, Inc.
Ohio


Hipotecaria Associates, S.A. de C.V., Sociedad Financiera de Objeto Limitado, Grupo Financiero Associates
Mexico


Hispanic Growth LLC
Delaware


Hispanic Venture Corp.
Delaware


Hitchcock Investments S.A.
Bahamas


Holland Leasehold LLC
Delaware


Home MAC Government Financial Corporation
District of Columbia


Home MAC Mortgage Securities Corporation
District of Columbia


Housing Securities, Inc.
Delaware


Huizhou One Limited
Mauritius


Hurley & Co., L.L.C.
Delaware


Hutton Investors Futures Fund, L.P. II
Delaware


Huwest Company, L.L.C.
Delaware


Iguacu Participacoes Ltda.
Brazil


Impulsora de Fondos Banamex, S.A. de C.V., Sociedad Operadora de Sociedades de Inversión

Mexico




30





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Imref S.A. de C.V.
Mexico


Inmobiliaria Provincial del Norte, S.A. de C.V.
Mexico


Inmobirentsa S.A.
Ecuador


Inmobusiness S.A.
Ecuador


Inmociti S.A.
Ecuador


Inmuebles Banamex, S.A. de C.V.
Mexico


Intcomex, Inc.
Delaware


Inteligia, S.A.
Mexico


International Capital Funding Limited LLC
Delaware


International Equity Investments, Inc.
Delaware


International Finance Associates, B.V.
Netherlands


Inverfin Sdn. Bhd.
Malaysia


Inversiones Citiminera S.A.
Chile


Inversiones y Adelantos, C.A.
Venezuela


Investment CBNA Loan Funding LLC
Delaware


Investment CFPI Loan Funding LLC
Delaware


Ironwood CPI Empire Pass JV LLC
Delaware


Ironwood CPI Empire Pass LLC
Delaware


Ironwood CPI Empire Pass MB LLC
Delaware


Isanne S.a.r.l.
Luxembourg


IWCO Direct Holdings Inc.
Delaware


JHSW Limited
England


JL Crest Lease Co., Ltd.
Japan


JL Rouge Lease Co., Ltd.
Japan


JL Skyline Lease Co., Ltd.
Japan


JNC Partners Limited
Japan


Joliet Generation II, LLC
Delaware


JSC Citibank Kazakhstan
Kazakhstan


JSCB Citibank (Ukraine)
Ukraine


Juegos Electrónicos S.A.
Chile


Jupiter Aircraft Ltd.
Japan


JWH Strategic Allocation Master Fund LLC
New York


K2 Holdings (Cayman) Ltd.
Cayman Is.


K2 Macau Development Ltd.
Macau


K2 Macau Holdings (BVI) I Ltd.
British Virgin Is.


K2 Macau Holdings (BVI) II Ltd.
British Virgin Is.


Kalyani Tech Park Private Limited
India


Keeper Holdings LLC
Delaware



31





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


KIL Loan Funding LLC
Delaware


KIL2 Loan Funding LLC
Delaware


King (Nominee) & Co., L.L.C.
Delaware


Kingsbridge Limited
Cayman Is.


Kingston Place, LLC
Mississippi


Knight CBNA Loan Funding LLC
Delaware


Knight CFPI Loan Funding LLC
Delaware


Kordula & Co., L.L.C.
Delaware


Lakeshore CBNA Loan Funding LLC
Delaware


Lakeshore CFPI Loan Funding LLC
Delaware


Latin American Investment Bank Bahamas Limited
Bahamas


Lava Trading Inc.
Delaware


Lava Trading Limited
England


LavaFlow, Inc.
Florida


Leasing Citibank S.A. Compañia de Financiamiento Comercial
Colombia


Legg Mason Financial Services of Alabama, Inc.
Alabama


Legg Mason Financial Services, Inc.
Maryland


Legg Mason Insurance Agency of Massachusetts, Inc.
Massachusetts


Legg Mason Insurance Agency of Texas, Inc.
Texas


Legg Mason Insurance Agency, Inc.
Maryland


Legion Portfolios (Luxembourg)
Luxembourg


Legion Strategies LLC
Delaware


Leo Investments Yugen Kaisha
Japan


LEONE LEASE LTD.
Japan


LFC2 CFPI Loan Funding LLC
Delaware


LFC2 Loan Funding LLC
Delaware


Lindfield Trading Pty Limited
Australia


Liquidation Properties Holding Company Inc.
New York


Liquidation Properties Inc.
New York


Livingston CBNA Loan Funding LLC
Delaware


Livingston CFPI Loan Funding LLC
Delaware


LM Falcon Investment Strategies, Inc.
Maryland


Loan Funding I LLC
Delaware


Loan Funding III LLC
Delaware


Loan Funding IV LLC
Delaware


Loan Funding IX LLC
Delaware


Loan Funding V LLC
Delaware


Loan Funding VI LLC
Delaware


Loan Funding VII LLC
Delaware



32





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Loan Funding XI LLC
Delaware


Loan Funding XIII LLC
Delaware


Loan Participation Holding Corporation
Delaware


Localto S.p.A.
Italy


London and Midland General Insurance Company
Canada


Long Stone Asset Holdings Limited
Ireland


Long Stone Funding LLC
Delaware


Lower Lakes Towing Ltd.
Canada


Lower Lakes Transportation Company
Delaware


LT Investment I, LLC
New York


LT Investment II, LLC
New York


MacA Inn LLC
Delaware


Madeleine Investments S.A.
Bahamas


Malibu CBNA Loan Funding LLC
Delaware


Malibu CFPI Loan Funding LLC
Delaware


MBKP North Asian Opportunities Partners Offshore L.P.
Cayman Is.


MC2 Technologies, Inc.
Delaware


Melbourne Aircraft Ltd.
Japan


Mellery Aircraft Ltd.
Japan


Meluna Investments S.a.r.l.
Luxembourg


Menara Citi Holding Company Sdn. Bhd.
Malaysia


Midway CBNA Loan Funding LLC
Delaware


Millcreek CBNA Loan Funding LLC
Delaware


Millcreek CFPI Loan Funding LLC
Delaware


Milton Power Corp.
Delaware


MK Rock Y.K.
Japan


Mortgage Capital Funding Inc.
Delaware


MRC Holdings, Inc.
Delaware


MSX International, Inc.
Delaware


Muirfield Leasehold LLC
Delaware


N.C.B. Trust Limited
England


National Benefit Life Insurance Company
New York


National City Nominees Limited
England


National Equipment Rental Program, Inc.
Delaware


NCGA Holdings Limited
Hong Kong


NETB Holdings LLC
Delaware


Neunundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany


New Aoi Hotels and Resorts KK
Japan



33





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Nextco Inc.
Delaware


Niagara II, L.P.
Tennessee


Nigeria International Bank Limited
Nigeria


Nimer & Co., L.L.C.
Delaware


Nippon Real Estate Investment
Cayman Is.


Nore Aircraft Ltd.
Japan


Norwich Property Trust Limited
England


Nostro Investment Corporation
Delaware


Novel Plaza Company Ltd.
Hong Kong


NSPL, Inc.
New York


NT Europe S.r.l.
Italy


Nueva Promotora de Sistemas de Teleinformatica, S.A. de C.V.
Mexico


Obsluga Funduszy Inwestycyjnych Spolka z o.o.
Poland


OHH Loan Funding LLC
Delaware


OHH2 Loan Funding LLC
Delaware


One Hunter Street – PGI LLC
New York


Oneport Originations Pty Ltd
Australia


OneStarz International Trade and Investments Corporation
Delaware


Opal Corporation (NFR) S.a r.l.
Luxembourg


Opal Corporation S.a.r.l.
Luxembourg


Opportunity Mem S.A.
Brazil


Opportunity Oeste S.A.
Brazil


Orange One Asset Securitization Specialty Limited
South Korea


Orbitech Limited
India


Orchard Aircraft Ltd.
Japan


Orchid Aircraft Ltd.
Japan


Ostrava Office a.s.
Czech Republic


Outsourcing Investments Pty. Limited
Australia


Oxford Aircraft Ltd.
Japan


Pacific Plan, Inc., The
Massachusetts


Palace Place Limited Partnership
Canada


Palliser Nominees Limited
New Zealand


Park Knoll Leasehold LLC
Delaware


Park Tower Holdings, Inc.
Delaware


Payment Services International, LLC
Delaware


PB-SB 1983 I
New York


PB-SB 1985 VII
New York


PB-SB 1988 III
New York


PB-SB Investments, Inc
Delaware



34





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


PB-SB Ventures, Inc
Delaware


Pearl Labuan Holdings Limited
Malaysia


Pedcor Investments-2005-LXXIII, L.P.
Missouri


Pendragon Guinevere Fund LLC
England


Peninsula CBNA Loan Funding LLC
Delaware


Pensiones Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex
Mexico


Peny & Co., L.L.C.
Delaware


Peregrine Investments, LLC
Maryland


Perennially Green, Inc.
New York


PFS Investments Inc.
Georgia


PFS T.A., Inc.
Delaware


PFSL Investments Canada Ltd.
Canada


Phibro (Asia) Pte Ltd
Singapore


Phibro Energy Production, Inc.
Delaware


Phibro Futures and Metals Limited
England


Phibro GmbH
Switzerland


Phibro LLC
Delaware


Phibro Resources Corp.
Delaware


Phinda Pty. Limited
Australia


Planeación de Recursos Humanos, S.A. de C.V.
Mexico


Pontonia Holding (NFR) B.V.
Netherlands


Pontonia Holding B.V.
Netherlands


POP Trophy I Inc.
New York


POP Trophy Inc.
New York


Powerton Generation II, LLC
Delaware


PRH-Afore Banamex, S.A. de C.V.
Mexico


Primerica Client Services Inc. <Canada>
Canada


Primerica Client Services, Inc. <USA>
Delaware


Primerica Convention Services, Inc.
Georgia


Primerica Finance Corporation
Delaware


Primerica Financial Marketing Partnership
Delaware


Primerica Financial Services (Canada) Ltd.
Canada


Primerica Financial Services Agency of New York, Inc.
New York


Primerica Financial Services Home Mortgages Limited Partnership of Arizona
Delaware


Primerica Financial Services Home Mortgages Limited Partnership of Ohio
Ohio


Primerica Financial Services Home Mortgages, Inc.
Georgia


Primerica Financial Services Insurance Marketing of Maine, Inc.
Maine


Primerica Financial Services Insurance Marketing of Nevada, Inc.
Nevada


Primerica Financial Services Insurance Marketing of Wyoming, Inc.
Wyoming



35





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Primerica Financial Services Insurance Marketing, Inc.
Delaware


Primerica Financial Services Ltd.
Canada


Primerica Financial Services of Alabama, Inc.
Alabama


Primerica Financial Services of New Mexico, Inc.
New Mexico


Primerica Financial Services, Inc.
Nevada


Primerica Insurance Agency of Massachusetts, Inc.
Massachusetts


Primerica Insurance Marketing Services of Puerto Rico, Inc.
Puerto Rico


Primerica Insurance Services of Louisiana, Inc.
Louisiana


Primerica Life Insurance Company
Massachusetts


Primerica Life Insurance Company of Canada
Canada


Primerica Services, Inc.
Georgia


Primerica Shareholder Services
Georgia


Principal Mortgage Reinsurance Co.
Vermont


Procesadora de Plásticos Comerciales, S.A.
Mexico


Promociones Inmobiliarias Banamex, S.A. de C.V.
Mexico


Promotora de Bienes y Servicios Banamex, S.A. de C.V.
Mexico


Promotora de Sistemas de Teleinformatica, S.A. de C.V.
Mexico


Provencred 1
Cayman Is.


Provencred 2
Cayman Is.


Providence Associates, Ltd.
Bahamas


PT. Citigroup Finance Indonesia
Indonesia


PT. Citigroup Securities Indonesia
Indonesia


PTRS CBNA Loan Funding LLC
Delaware


PTRS CFPI Loan Funding LLC
Delaware


Quebec Aircraft Ltd.
Japan


R-H Capital Partners, L.P.
Delaware


R-H Capital, Inc.
Delaware


R-H Venture Capital, LLC
Delaware


R-H/Travelers, L.P.
Delaware


Rangers CBNA Loan Funding LLC
Delaware


Rangers CFPI Loan Funding LLC
Delaware


RCP Capital, LLC
Delaware


Receivable Management Services International, Inc.
Delaware


Redmond Crest Corp.
British Virgin Is.


Registra Securita Trust GmbH
Germany


Remy International, Inc.
Delaware


Renaissance Finance I, LLC
Delaware


Repfin Ltda.
Colombia


Ret Participacoes S.A.
Brazil



36





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Rio Bogan Empreendimentos e Participacoes Ltda.
Brazil


Rivendell CBNA Loan Funding LLC
Delaware


Rivendell CFPI Loan Funding LLC
Delaware


Robinson-Humphrey Insurance Services Inc.
Georgia


Robinson-Humphrey Insurance Services of Alabama, Inc.
Alabama


Robinson-Humphrey Netlanta(sm) Fund I, L.P.
Georgia


Roebuck II Investments Limited
British Virgin Is.


Roebuck Investments Limited
British Virgin Is.


Rose Bay Trading Pty Limited
Australia


S.P.L., Inc.
Delaware


Sagres—Sociedade de Titularizacao de Creditos, S.A.
Portugal


Salomon Brothers All Cap Value Fund
New York


Salomon Brothers Housing Investment Inc
Delaware


Salomon Brothers International Operations (Japan) Inc.
Delaware


Salomon Brothers International Operations (Jersey) Limited
Jersey, Channel Is.


Salomon Brothers International Operations (Overseas) Limited
Jersey, Channel Is.


Salomon Brothers International Operations Inc
Delaware


Salomon Brothers Large Cap Core Equity Fund
New York


Salomon Brothers Mortgage Securities III, Inc
Delaware


Salomon Brothers Mortgage Securities VI, Inc
Delaware


Salomon Brothers Mortgage Securities VII, Inc
Delaware


Salomon Brothers Overseas Inc
Cayman Is.


Salomon Brothers Pacific Holding Company Inc
Delaware


Salomon Brothers Real Estate Development Corp
Delaware


Salomon Brothers Russia Holding Company Inc
Delaware


Salomon Brothers Tosca Inc.
Delaware


Salomon Brothers Variable Large Cap Growth Fund
New York


Salomon Global Horizons Global Equity Fund
Cayman Is.


Salomon Smith Barney AAA Energy Fund L.P. II
New York


Salomon Smith Barney Canada Holding Company
Canada


Salomon Smith Barney Diversified 2000 Futures Fund L.P.
New York


Salomon Smith Barney Fairfield Futures Fund L.P.
New York


Salomon Smith Barney Global Diversified Futures Fund L.P.
New York


Salomon Smith Barney Hicks Muse Partners L. P.
Delaware


Salomon Smith Barney Orion Futures Fund L.P.
New York


Salomon Smith Barney/Greenwich Street Capital Partners II, L.P.
Delaware


Salomon Smith Barney/Travelers Real Estate Fund, L.P.
Delaware


Salomon Smith Barney/Travelers REF GP, LLC
Delaware


Salomon Swapco Inc.
Delaware



37





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Salsco, Inc.
Texas


Sansara Hotels India Private Limited
India


Saturn Ventures, LLC
Delaware


SB AAA Master Fund LLC
New York


SB Cayman Holdings I Inc.
Delaware


SB Cayman Holdings II Inc.
Delaware


SB Cayman Holdings III Inc.
Delaware


SB Cayman Holdings IV Inc.
Delaware


SB Funding Corp.
Delaware


SB Motel Corp.
Delaware


SB Plano Corporation
Texas


SBHU Life Agency of Arizona, Inc.
Arizona


SBHU Life Agency of Indiana, Inc.
Indiana


SBHU Life Agency of Ohio, Inc.
Ohio


SBHU Life Agency of Oklahoma, Inc.
Oklahoma


SBHU Life Agency of Texas, Inc.
Texas


SBHU Life Agency of Utah, Inc.
Utah


SBHU Life Agency, Inc.
Delaware


SBHU Life Insurance Agency of Massachusetts, Inc.
Massachusetts


SBJV, LLC
Delaware


SBRFC, LLC
Delaware


SBS Insurance Agency of Hawaii, Inc.
Hawaii


SBS Insurance Agency of Idaho, Inc.
Idaho


SBS Insurance Agency of Maine, Inc.
Maine


SBS Insurance Agency of Montana, Inc.
Montana


SBS Insurance Agency of Nevada, Inc.
Nevada


SBS Insurance Agency of South Dakota, Inc.
South Dakota


SBS Insurance Agency of Wyoming, Inc.
Wyoming


SBS Insurance Brokerage Agency of Arkansas, Inc.
Arkansas


SBS Insurance Brokers of Kentucky, Inc.
Kentucky


SBS Insurance Brokers of New Hampshire, Inc.
New Hampshire


SBS Insurance Brokers of North Dakota, Inc.
North Dakota


SBS Life Insurance Agency of Puerto Rico, Inc.
Puerto Rico


Scanports Limited
England


Scanports Shipping, Inc.
Delaware


Schofield Developments Limited
British Virgin Is.


Schroder (Malaysia) Holdings Sdn. Bhd.
Malaysia


Schroder Wertheim & Co. Inc. 1996 European Investment Partnership L.P.
Delaware


Schroder Wertheim Holdings I Inc.
Delaware



38





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Schroders Malaysia (L) Berhad
Malaysia


Scott Aircraft Ltd.
Japan


Scottish Provident (Irish Holdings) Limited
Ireland


SDL 1 Investor, L.P.
England and Wales


Seagull Aircraft Ltd.
Japan


Sears Life Insurance Company
Texas


Sechsundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany


Sechzehnte Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany


Second Bai Yun Aircraft Ltd.
Japan


Secundus Nominees (Jersey) Limited
Jersey, Channel Is.


Seguros Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex
Mexico


Sepraci 1 LLC
Delaware


Sepraci 3 LLC
Delaware


Servicios Comerciales S.A.C.I.M. y F.
Argentina


Servicios Corporativos Afore Banamex, S.A. de C.V.
Mexico


Servicios Corporativos Crédito Familiar, S.A. de C.V.
Mexico


Servicios Corporativos de Finanzas, S.A. de C.V.
Mexico


Servicios Corporativos SBA, S.A. de C.V.
Mexico


Servicios Ejecutivos Banamex, S.A. de C.V.
Mexico


Servicios Financieros Citibank (Chile) S.A.
Chile


Servicios Vitamedica, S.A. De C.V.
Mexico


Servifondos, S.A. de C.V.
Mexico


Seven World Holdings LLC
Delaware


Seven World Technologies, Inc
Delaware


SFJV 2004-1, LLC
Delaware


SFJV 2004-B, LLC
Delaware


SFJV-2002-1, LLC
Delaware


SFL—Delaware LLC
Delaware


Shanghai Moon River Property Co. Ltd.
China


Shanghai Yong Tai Real Estate Development Company Ltd.
China


Shearson Mid-West Futures Fund
New York


Shearson Select Advisors Futures Fund L.P.
Delaware


Siebenundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany


Siefore Banamex De Aportaciones Voluntarias Plus, S. A. de C. V.
Mexico


SIL Loan Funding LLC
Delaware


SIL2 Loan Funding LLC
Delaware


Silefed S.R.L.
Argentina



39





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Skeet Nominees Pty Ltd
Australia


SKY CBNA Loan Funding LLC
Delaware


SKY CFPI Loan Funding LLC
Delaware


SL&H Reinsurance, Ltd.
St. Kitts & Nevis


SLC Student Loan Receivables I, Inc.
Delaware


Smith Barney (Ireland) Limited
Ireland


Smith Barney AAA Energy Fund L.P.
New York


Smith Barney Bristol Energy Fund L.P.
New York


Smith Barney Cayman Islands, Ltd.
Cayman Is.


Smith Barney Consulting Partnership, LP
Delaware


Smith Barney Credit Services (Cayman) Ltd.
Cayman Is.


Smith Barney Diversified Futures Fund L.P.
New York


Smith Barney Diversified Futures Fund L.P. II
New York


Smith Barney Europe Holdings, Ltd.
England


Smith Barney Global Markets Futures Fund L.P.
New York


Smith Barney Investors L.P.
Delaware


Smith Barney Life Agency Inc.
Louisiana


Smith Barney Mid-West Futures Fund LP II
New York


Smith Barney Potomac Futures Fund, L.P.
New York


Smith Barney Private Trust Company (Cayman) Limited
Cayman Is.


Smith Barney Private Trust GmbH
Switzerland


Smith Barney Realty, Inc.
Delaware


Smith Barney Risk Investors, Inc.
Delaware


Smith Barney Tidewater Futures Fund L.P.
New York


Smith Barney Venture Corp.
Delaware


Smith Barney Warrington Fund L.P.
New York


Smith Barney Westport Futures Fund L.P.
New York


Snowdonia (NFR) S.a r.l.
Luxembourg


Snowdonia S.a.r.l.
Luxembourg


Sociedad Financiera Associates, S.A. de C.V., Sociedad Financiera de Objeto Limitado, Grupo Financiero Associates
Mexico


SOL Loan Funding LLC
Delaware


SOL2 Loan Funding LLC
Delaware


SOMANAD 1 LLC
Delaware


SOMSC Services, Inc.
Michigan


Southern Graphics Systems, Inc.
Delaware


Sparks CBNA Loan Funding LLC
Delaware


Sparks CFPI Loan Funding LLC
Delaware


Spentex (Netherlands) B.V.
Netherlands



40





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Spentex (Singapore) Pte. Ltd.
Singapore


Spentex Tashkent Toytepa LLC
Uzbekistan


SPL 1, Inc.
New York


SSB BB Inc.
Delaware


SSB Capital Partners (Cayman) I, LP
Cayman Is.


SSB Capital Partners (DE-UK) I, LP
Delaware


SSB Capital Partners (Master Fund) I, LP
Delaware


SSB Capital Partners (UK) I, LP
England


SSB Capital Partners (US-UK) I, LP
Delaware


SSB Capital Partners I, LP
Delaware


SSB Greenwich Street Partners LLC
Delaware


SSB Keeper Holdings LLC
Delaware


SSB Private Management LLC
Delaware


SSB Vehicle Securities Inc.
Delaware


SSBCP Energy I, LLC
Delaware


SSBCP GP I Corp.
Delaware


SSBCPE Corp.
Delaware


SSBPIF GP Corp.
Delaware


St. Louis Aircraft Ltd.
Japan


Stamford Aircraft Ltd.
Japan


Stately & Co., L.L.C.
Delaware


Stedman CBNA Loan Funding LLC
Delaware


Stedman CFPI Loan Funding LLC
Delaware


Stewart Heights LLC
North Carolina


Stichting TST Dutch Foundation
Netherlands


STK CBNA Loan Funding LLC
Delaware


STK CFPI Loan Funding LLC
Delaware


Storms & Co., L.L.C.
Delaware


Strategic Industries, LLC
Maryland


Structured Products Corp
Delaware


STT, LLC
Delaware


Stuart & Co., L.L.C.
Delaware


Student Loan Corporation, The
Delaware


Suir Aircraft Ltd.
Japan


Sumter Place Housing, LLC
South Carolina


Sundance Investment, LLC
Delaware


SunMattoon, L.P.
Illinois


Super Plus Limited
Hong Kong


Sweeney & Co., L.L.C.
Delaware



41





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Sweet River Fund
Cayman Is.


Sweet River Fund Delaware LLC
Delaware


Sydney Aircraft Ltd.
Japan


T.I.M.L. S. DE R.L. DE C.V.
Mexico


Tampa Aircraft Ltd.
Japan


Targets Trust XX
Delaware


Targets Trust XXI
Delaware


Targets Trust XXII
Delaware


Targets Trust XXIII
Delaware


Targets Trust XXIV
Delaware


Targets Trust XXV
Delaware


Targets Trust XXVI
Delaware


Tarjetas de Chile S.A.
Chile


TCEP Participation Corp.
New York


TCP Corp.
Delaware


Tele Fundo de Investimento em Acoes
Brazil


Telecomunicaciones Holding Mx, S. de R.L. de C.V.
Mexico


Telinvest S.A.
Brazil


Tertius Nominees (Jersey) Limited
Jersey, Channel Is.


TGI Citigroup I Ltd.
Cayman Is.


TGI Citigroup II Ltd.
Cayman Is.


THC2 Loan Funding LLC
Delaware


The Associates Payroll Management Service Company, Inc.
Delaware


The Citigroup Private Bank Employee Co-Investment Program (Feeder), Ltd.
Cayman Is.


The Citigroup Private Bank Employee Co-Investment Program II, LP
Delaware


The CPB Employee Co-Investment Program (Feeder) II, Ltd.
Cayman Is.


The Geneva Companies, LLC
Delaware


The Geneva Group, LLC
Delaware


The Putman Management Limited
Hong Kong


The Yield Book Inc.
Delaware


Third Bai Yun Aircraft Ltd.
Japan


Tishman Speyer European Strategic Office Fund L.P.
England


Tishman Speyer/Citigroup Alternative Investments Associates V (Domestic), L.L.C.
Delaware


Tishman Speyer/Citigroup Alternative Investments International Real Estate Venture V, C.V.
Netherlands


Tishman Speyer/Citigroup Alternative Investments International Real Estate Venture V, L.P.
Delaware


Tishman Speyer/Citigroup Alternative Investments Real Estate Venture IV, L.L.C.
Delaware


Tonawanda II, L.P.
Tennessee


TranSouth Financial Corporation of Iowa
Iowa



42





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


Travelers Auto Leasing Corporation
Delaware


Travelers Group International LLC
Delaware


Tribeca Global Investments L.P.
Cayman Is.


Tribeca Global Management (Asia) Pte. Ltd.
Singapore


Tribeca Global Management (Europe) Ltd
England


Tribeca Global Management LLC
Delaware


Triones Amusement Holdings Y.K.
Japan


Triton Insurance Company
Texas


Trumbull THC2 CFPI Loan Funding LLC
Delaware


TRV Employees Investments, Inc.
Delaware


TST International Fund V CV, GP, L.L.C.
Delaware


TST International Fund V, GP, LLC
Delaware


Turavent Oil AG
Switzerland


Turkish Pharma Holdings Limited
Cayman Is.


Turkish Pharma Lux S.a.r.l.
Luxembourg


TwoStarz Trustee Limited
New Zealand


Tyler Limited
Cayman Is.


U.S.A. Institutional Tax Credit Fund LIII L.P.
Delaware


U.S.A. Institutional Tax Credit Fund XLIX L.P.
Delaware


UAS Services Japan Limited
Japan


ULT CBNA Loan Funding LLC
Delaware


ULT CFPI Loan Funding LLC
Delaware


Umbrella Asset Services Hong Kong Limited
Hong Kong


Umbrella Asset Services Korea Ltd.
South Korea


Umbrella Hong Kong Finance Limited
Hong Kong


Umut Ilaç Ticaret ve Sanayi A.S.
Turkey


Uniao-Gerenciamento de Bens C. p. A.
Brazil


United Auto Parts (Cayman) Limited
Cayman Is.


Universal Bancorp Services, Inc.
Delaware


Universal Card Services LLC
Delaware


Urban Park II, L.P.
Tennessee


UrbanEdge Hotels Private Limited
India


Ursus Credit Management Yugen Kaisha
Japan


Verdugo Trustee Service Corporation
California


Verochris Corporation
Delaware


Vialattea LLC
Delaware


Vidacos Nominees Limited
England


Vidapass, Sociedad Anónima de Capital Variable
Mexico


Vierundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany



43





Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2006


VS CBNA Loan Funding LLC
Delaware


VS CFPI Loan Funding LLC
Delaware


VT Finance, Inc.
Delaware


Warrington GP LLC
Delaware


Warrington LP LLC
Delaware


Wasco Funding Corp.
New York


Washington & Watts LLC
Delaware


Washington Aircraft Ltd.
Japan


Watchguard Registration Services, Inc.
Indiana


WAVE CBNA Loan Funding LLC
Delaware


WAVE CFPI Loan Funding LLC
Delaware


Weber & Co., L.L.C.
Delaware


Wertheim Energy Corporation
Delaware


West Ocean II, LLC
Delaware


Western and Clay LLC
Delaware


White One Asset Securitization Specialty Limited
South Korea


White River Y.K.
Japan


Winthorpe LLC
Delaware


Wooster CBNA Loan Funding LLC
Delaware


Wooster CFPI Loan Funding LLC
Delaware


World Equity Partners, L.P.
Delaware


World Subordinated Debt Partners, L.P.
Delaware


Yonder Investment Corporation
Delaware


Yorkville CBNA Loan Funding LLC
Delaware


Yorkville CFPI Loan Funding LLC
Delaware


Yugen Kaisha Aries Credit Management
Japan


Yugen Kaisha Equus Credit Management
Japan


Yugen Kaisha Falco Credit Management
Japan


Yugen Kaisha New Harbor Property Holdings
Japan


Yugen Kaisha New Toko Hotel Management
Japan


Yugen Sekinin Chukan Houjin Amusement Holdings
Japan


ZAO “Citigroup Global Markets”
Russia


ZAO KB “Citibank”
Russia


Zehnte Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany


Zwoelfte Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG
Germany

i

Citigroup Inc. owns 50% of CitiStreet LLC and its subsidiaries (*) in joint venture with State Street Corporation.


44
https://www.sec.gov/Archives/edgar/data/831001/000119312507038505/dex2101.htm

 

EX-21.01 8 exhibit21-01.htm SUBSIDIARIES OF THE COMPANY

Exhibit 21.01

Following is a list of subsidiaries of Citigroup Inc., as of December 31, 2011, and the states or jurisdictions in which they are organized. The indentation reflects the principal parenting of each subsidiary. Citigroup Inc. owns, directly or indirectly, at least 70% of the voting securities of each subsidiary. The names of particular subsidiaries have been omitted because the unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as that term is defined in Rule 1-02(w) of Regulation S-X), as of December 31, 2011.

Subsidiary Jurisdiction Name
Associated Madison Companies, Inc. Delaware
Citigroup Insurance Holding Corporation Georgia
Financial Reassurance Company 2010, Ltd. Bermuda
Prime Reinsurance Company, Inc. Vermont
Citicorp Delaware
Citibank, N.A. United States
Citibank (China) Co., Ltd. China
Citibank del Peru S.A. Peru
Citibank Maghreb Morocco
Citibank Overseas Investment Corporation United States
Administradora de Valores de Guatemala, Sociedad Anonima Guatemala
Banco Citibank de Guatemala, S.A. Guatemala
Banco Citibank S.A. Brazil
Chelsea Participacoes Societarias e Investimentos Ltda. Brazil
Citibank Leasing S.A.-Arrendamento Mercantil Brazil
Citibank-Distribuidora de Titulos e Valores Mobiliarios S.A. Brazil
CitiFinancial Promotora De Negocios & Cobranca Ltda. Brazil
Citibank Corretora de Seguros Ltda. Brazil
Banco Citicard S.A. Brazil
Bank Handlowy w Warszawie S.A. Poland
Citi Cards Canada Holding Corporation Delaware
Citi Cards Canada Inc. Canada
Citi Cards Japan, Inc. Japan
Citi Overseas Investments Bahamas Inc. Bahamas
Citibank Cartoes Participacoes Ltda. Brazil
Citigroup Global Markets Finance Corporation & Co. beschrankt haftende KG Germany
Citigroup Global Markets Deutschland AG Germany
Citigroup Global Markets Finance LLC Delaware
Citigroup International Luxembourg Limited England
Citigroup Participation Luxembourg Limited England
Citibank Anonim Sirketi Turkey
Citibank Aruba N.V. Aruba
Citibank Belgium S.A./N.V. Belgium
Citibank Canada Canada
Citibank Espana S.A. Spain
Citibank Mediador, Operador de Banca-Seguros Vinculado, Sociedad Anonima Spain
Citibank Holdings Ireland Limited Ireland
Citibank Europe plc Ireland
Citibank Investments Limited England
CitiFinancial Corporation Limited England
Future Mortgages Limited England
CitiFinancial Holdings Limited England
Citibank Japan Ltd. Japan
Citibank Nigeria Limited Nigeria
Citibank Taiwan Ltd. Taiwan





Citibank Tanzania Limited Tanzania
Citibank-Colombia S.A. Colombia
Citicorp Capital Philippines, Inc. Philippines
Citicorp Finance (India) Limited India
Citicorp Financial Services and Insurance Brokerage Philippines, Inc. Philippines
Citicorp Insurance Agency Co., Ltd. Taiwan
Citicorp Merchant Bank Limited Trinidad and Tobago
CitiFinancial Services of Puerto Rico, Inc. Puerto Rico
Citigroup Asia Pacific Holding Corporation Delaware
Citigroup Holding (Singapore) Private Limited Singapore
Citibank (Hong Kong) Limited Hong Kong
Citibank Berhad Malaysia
Citibank Malaysia (L) Limited Malaysia
Citibank Singapore Limited Singapore
Citicorp International Limited Hong Kong
Citicorp Investment Bank (Singapore) Limited Singapore
Citicorp Pty Limited Australia
Citigroup Pty Limited Australia
Citigroup Chile S.A. Chile
Citigroup Korea Inc. Korea, Republic of
Citibank Korea Inc. Korea, Republic of
Citigroup Capital Korea Inc. Korea, Republic of
Citigroup Netherlands Holdings B.V. Netherlands
CJP Holdings Inc. Delaware
Citicorp Leasing International LLC Delaware
Corporacion Accionaria Citibank de Costa Rica, S.A. Costa Rica
Grupo Financiero Citibank de Costa Rica S.A. Costa Rica
Banco Citibank de Costa Rica S.A. Costa Rica
Inversiones Financieras Citibank, S.A. El Salvador
Administradora de Fondos de Pensiones Confia, S.A. El Salvador
Banco Citibank de El Salvador, S.A. El Salvador
Public Joint Stock Company "Citibank" Ukraine
Yonder Investment Corporation Delaware
Associates Financial Services (Mauritius) LLC Mauritius
Citifinancial Consumer Finance India Limited India
Latin American Investment Bank Bahamas Limited Bahamas
ZAO Citibank Russian Federation
Citicorp Credit Services, Inc. Delaware
Citicorp Credit Services, Inc. (USA) Delaware
Citicorp USA, Inc. Delaware
CitiMortgage, Inc. New York
JSC Citibank Kazakhstan Kazakhstan
Citicorp Banking Corporation Delaware
Associates First Capital Corporation Delaware
Atlantic General Investment Limited Bermuda
CitiFinancial Credit Company Delaware
American Health and Life Insurance Company Texas
Citicorp Home Equity, Inc. North Carolina
CitiFinancial, Inc.<TX> Texas
CitiFinancial Auto Corporation South Carolina
CitiFinancial Auto, Ltd. Minnesota
CitiFinancial Services, Inc.<VA> Virginia





CitiFinancial, Inc. <IA> Iowa
CitiFinancial Corporation, LLC Delaware
CitiFinancial, Inc. <MD> Maryland
CF Network Receivables Corporation Delaware
CitiFinancial, Inc. <OH> Ohio
CitiFinancial, Inc. <TN> Tennessee
CitiFinancial, Inc. <WV> West Virginia
OneMain Financial Holdings, Inc. Delaware
OneMain Financial, Inc. Delaware
Triton Insurance Company Texas
Citigroup Finance Canada Inc. Canada
1506995 Alberta ULC Canada
1506999 Alberta ULC Canada
CitiFinancial Canada, Inc. Canada
Citigroup Fund Services Canada Holding Co. Canada
Citigroup Fund Services Canada, Inc. Canada
CGI Private Equity LP LLC Delaware
Citibank (Switzerland) Switzerland
Citicorp Funding, Inc. Delaware
Citicorp Municipal Mortgage Holdings Inc. Delaware
Citicorp Municipal Mortgage Inc. Delaware
Citicorp Municipal Mortgage Trust Delaware
Citicorp Global Holdings, Inc. Delaware
Citicorp Investment Partners, Inc. Delaware
Citicorp North America, Inc. Delaware
Citicorp Buffalo Basin, Inc. Delaware
Niagara Holdco LLC Delaware
Iris Falls LLC Delaware
Horseshoe Falls LP Nevada
Seguros e Inversiones S.A. El Salvador
Citicorp Trust Bank, fsb United States
Citigroup Capital Partners Mexico, S. de R.L. de C.V. Mexico
Citigroup Capital UK Limited England
Citigroup Funding Inc. Delaware
Citigroup Global Markets Holdings Inc. New York
Citigroup Delaware First Finance LLC Delaware
Citigroup Delaware Finance Limited Partnership Delaware
Citigroup Finance LLC Delaware
Citigroup Finance Limited Partnership Delaware
Citigroup Financial Products Inc. Delaware
CELFOF GP Corp. Delaware
CIGPF I Corp. New York
Citi Swapco Inc. Delaware
Citicorp Securities Services, Inc. Delaware
Citigroup Acquisition LLC Delaware
Automated Trading Desk Holdings, Inc. Delaware
Automated Trading Desk, LLC Delaware
Automated Trading Desk Brokerage Services, LLC Delaware
Automated Trading Desk Financial Services, LLC South Carolina
Citigroup Counterparty Risk LLC Delaware
Citigroup Derivatives Markets Inc. Delaware
Citigroup Energy Inc. Delaware





Citigroup Energy Holdings Inc. Delaware
Citigroup Energy Canada Holdings ULC Canada
Citigroup Energy Canada ULC Canada
Citigroup Forex Inc. Delaware
Citigroup Global Markets (International) Finance AG Switzerland
Citigroup Global Markets U.K. Equity Limited England
Citigroup Global Markets Holdings GmbH Switzerland
Citigroup Global Markets Financial Products LLC Delaware
Citigroup Global Markets Overseas Finance Limited Cayman Is.
Citigroup Global Markets Hong Kong Holdings Limited Hong Kong
Citigroup Global Markets Asia Limited Hong Kong
Citigroup Global Markets Hong Kong Futures And Securities Limited Hong Kong
Citigroup Global Markets Australia Holdings Pty Limited Australia
Citigroup Global Markets Australia Pty Limited Australia
Citigroup Global Markets Brasil Holding Inc. Delaware

Citigroup Global Markets Brasil, Corretora De Cambio Titulos E Valores Mobiliarios S.A. Brazil
Citigroup Global Markets Canada Holding Company Canada
Citigroup Global Markets Canada Inc. Canada
Citigroup Global Markets Europe Limited England
Citigroup Global Markets Limited England
Citigroup Global Markets Luxembourg Luxembourg
Citigroup Global Markets Inc. New York
Citigroup Global Markets International LLC Delaware
Citigroup Global Markets Korea Securities Limited Korea, Republic of
Citigroup Global Markets Mauritius Private Limited Mauritius
Citigroup Global Markets Switzerland Holding GmbH Switzerland
Administradora de Valores Integrales, S. de R.L. de C.V. Mexico
Gestion Profesional de Cartera, S. de R.L. de C.V. Mexico
Citigroup Global Markets Europe Finance Limited England
CIB Properties Limited England
Citigroup Global Markets Hong Kong Holdings Limited Hong Kong
Citigroup Global Markets Singapore Holdings Pte. Ltd. Singapore
Citigroup Global Markets Singapore Pte. Ltd. Singapore
Citigroup Global Markets Singapore Securities Pte. Ltd. Singapore
Citigroup Global Markets Taiwan Securities Holdings Limited Delaware
Citigroup Global Markets Taiwan Securities Company Limited Taiwan
Clearwater I River Finance ULC Canada
Highwood Partners Finance GP Delaware
Cedar Creek Finance ULC Canada
Highwood River Finance ULC Canada
Pipestone River Finance ULC Canada
Clearwater II River Finance ULC Canada
Cramer Finance LLC Delaware
Ballane SAS France
Delphi I Asset Holding LLC Delaware
Financial Reassurance Company, Ltd. Bermuda
LavaFlow, Inc. Florida
Liquidation Properties Holding Company Inc. Delaware
Seven World Holdings LLC Delaware
Citigroup Global Markets India Private Limited India
Citigroup Global Markets Commercial Corp. Delaware





Citigroup Holdco Delaware Finance Inc. Delaware
Citigroup Delaware Finance General Partner LLC Delaware
Fscwil Funding Limited Partnership Delaware
Citigroup Delaware Second Finance LLC Delaware
Citigroup Holdco Finance Inc. Delaware
Citigroup General Partner LLC Delaware
Citigroup Funding Limited Partnership Delaware
Citigroup International Finance Cayman Is.
Luna Falls LLC Delaware
Citigroup Global Markets Realty Corp. New York
Citigroup Holdings Mauritius Ltd Mauritius
Citigroup Alternative Investments LLC Delaware
Metalmark Capital Holdings LLC Delaware
Metalmark Management II LLC Delaware
Citigroup Japan Holdings Corp. Japan
CFJ G.K. Japan
CFJ Holdings Ltd. Japan
Citigroup Global Markets Japan Inc. Japan
Citigroup Services Japan Ltd. Japan
Citigroup Japan Treasury GK Japan
Citigroup Management Corp. Delaware
COHM Overseas Mexico Holding, S. de R.L. de C.V. Mexico
Citicorp (Mexico) Holdings LLC Delaware
Grupo Financiero Banamex, S.A. de C.V. Mexico
Acciones y Valores Banamex, S.A. de C.V. Casa de Bolsa, Integrante del Grupo Financiero
Banamex Mexico
Afore Banamex, S.A. de C.V. Mexico
Vidapass, Sociedad Anonima de Capital Variable Mexico
Banco Nacional de Mexico, S.A. Mexico
Inmuebles Banamex, S.A. de C.V. Mexico
Tarjetas Banamex, S.A. De C.V., Sofom, E.R. Mexico
Credito Familiar, S.A. De C.V., Sociedad Financiera De Objeto Limitado, Integrante Del Grupo
Financiero Banamex Mexico
Pensiones Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex Mexico
Seguros Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex Mexico
Telecomunicaciones Holding Mx, S. de R.L. de C.V. Mexico
FS Securities Holdings Inc. Delaware
NAMGK Mexico Holding, S. de R.L. de C.V. Mexico


https://www.sec.gov/Archives/edgar/data/831001/000120677412000799/exhibit21-01.htm

 

 

EX-21.01 9 a14-3681_6ex21d01.htm EX-21.01

Exhibit 21.01

Following is a list of subsidiaries of Citigroup Inc., as of December 31, 2013, and the states or countries in which they are organized. The indentation reflects the principal parenting of each subsidiary. Citigroup Inc. owns, directly or indirectly, at least 70% of the voting securities of each subsidiary. The names of particular subsidiaries have been omitted because the unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as that term is defined in Rule 1-02(w) of Regulation S-X), as of December 31, 2013.


Subsidiary Jurisdiction Name


Citicorp      Delaware

Citibank, N.A.         United States

CAFCO, LLC
Delaware

CFNA Receivables (MD), Inc.
Maryland

CF Network Receivables Corporation
Delaware

CF Network Issuance Trust 2010-1
Delaware

Citi Investor Services, Inc.
Delaware

Citi Hedge Fund Services North America, Inc.
Delaware

Citibank (China) Co., Ltd.
China

Citibank Europe plc
Ireland

Citibank Maghreb
Morocco

Citibank Overseas Investment Corporation
United States

Administradora de Valores de Guatemala, Sociedad Anonima
Guatemala

Banco Citibank de Guatemala, S.A.
Guatemala

Banco Citibank S.A.
Brazil

Citibank Corretora de Seguros Ltda.
Brazil

Citibank Leasing S.A.-Arrendamento Mercantil
Brazil

Citibank-Distribuidora de Titulos e Valores Mobiliarios S.A.
Brazil

Bank Handlowy w Warszawie S.A.
Poland

BGH International Holdings, LLC
Delaware

BISYS Financial Services Ltd.
Bermuda

Citi Fund Services (Bermuda), Ltd.
Bermuda

Citi Cards Canada Holding Corporation
Delaware

Citi Cards Canada Inc.
Ontario

Citi Cards Japan, Inc.
Japan

Citi Holdings Bahamas Ltd.
Bahamas

Citi International Investments Bahamas Limited
Bahamas

Corinth Holdco LLC
Delaware

Citibank International plc
England

Citibank Investments Limited
England

CitiFinancial Holdings Limited
England

Future Mortgages Limited
England

Citicorp Trustee Company Limited
England

Citi Overseas Investments Bahamas Inc.
Bahamas

Citigroup Global Markets Finance Corporation & Co. beschrankt haftende KG
Germany

Citigroup Global Markets Deutschland AG
Germany

Citigroup International Luxembourg Limited
England

Citigroup Participation Luxembourg Limited
England

Citi International Financial Services, LLC
Puerto Rico

Citibank Berhad
Malaysia

Citibank Canada
Canada

Citibank Espana S.A.
Spain

Citibank Holdings Ireland Limited
Ireland

Citibank Europe plc
Ireland

Citibank Japan Ltd.
Japan

Citibank Nigeria Limited
Nigeria

Citibank Taiwan Ltd.
Taiwan

Citibank-Colombia S.A.
Colombia

Cititrust Colombia S.A. Sociedad Fiduciaria
Colombia

Citicorp Capital Markets Sociedad Anonima
Argentina

Citicorp Finance (India) Limited
India

Citicorp Financial Services and Insurance Brokerage Philippines, Inc.
Philippines

Citicorp Insurance Agency Co., Ltd.
Taiwan

Citifinance S.A.
Haiti

Citigroup Asia Pacific Holding Corporation
Delaware

Citigroup Holding (Singapore) Private Limited
Singapore

Citibank (Hong Kong) Limited
Hong Kong

Citibank Berhad
Malaysia

Citibank Singapore Limited
Singapore

Citicorp International Limited
Hong Kong

Citicorp Investment Bank (Singapore) Limited
Singapore

Citicorp Pty Limited
Australia

Citigroup Pty Limited
Australia

Citigroup Chile S.A.
Chile

Inversiones Citigroup Chile Limitada
Chile

Citigroup Korea Inc.
Korea, Republic of

Citibank Korea Inc.
Korea, Republic of

Citigroup Capital Korea Inc.
Korea, Republic of

Citigroup Netherlands B.V.
Netherlands

Citibank Anonim Sirketi
Turkey

ZAO Citibank
Russian Federation

Diners Club Argentina S.R.L.C. y de T.
Argentina

Diners Club Pty Limited
Australia

Inversiones Financieras Citibank, S.A.
El Salvador

Banco Citibank de El Salvador, S.A.
El Salvador

Public Joint Stock Company "Citibank"
Ukraine

Yonder Investment Corporation
Delaware

Latin American Investment Bank Bahamas Limited
Bahamas

Citicorp Credit Services, Inc. (USA)
Delaware

Citicorp USA, Inc.
Delaware

CitiMortgage, Inc.
New York

First Collateral Services, Inc.
Delaware

Ecount, Inc.
Delaware

GOVCO, LLC
Delaware

JSC Citibank Kazakhstan
Kazakhstan

Citicorp Banking Corporation
Delaware

Associates First Capital Corporation
Delaware

CitiFinancial Credit Company
Delaware

American Health and Life Insurance Company * Involved in illegal foreclosure
Texas

CitiFinancial Servicing LLC
Delaware

OneMain Financial Holdings, Inc.
Delaware

OneMain Assurance Services, Inc.
Texas

OneMain Financial, Inc.
Delaware

OneMain Financial Services, Inc.
Minnesota

OneMain Financial, Inc. <HI>
Hawaii

OneMain Financial, Inc. <WV>
West Virginia

Triton Insurance Company
Texas

Citigroup Finance Canada Inc.
Canada

CitiFinancial Canada, Inc.
Canada

CGI Private Equity LP LLC
Delaware

Citigroup Capital Partners II Cayman Employee Fund, L.P.
Cayman Islands

Citibank (Switzerland) AG
Switzerland

Citicorp Data Systems Incorporated
Delaware

Citicorp Funding, Inc.
Delaware

Citicorp Municipal Mortgage Holdings Inc.
Delaware

Citicorp Municipal Mortgage Inc.
Delaware

Tarjetas Banamex, S.A. de C.V. SOFOM E.R.
Mexico

Citicorp Insurance USA, Inc.
Vermont

Citicorp North America, Inc.
Delaware

Citicorp Buffalo Basin, Inc.
Delaware

CM Leasing Member 1995 Trust-A1
Delaware

Niagara Holdco LLC
Delaware

Iris Falls LLC
Delaware

Horseshoe Falls LP
Nevada

Citigroup Global Markets Realty Corp.
New York

Citigroup Insurance Holding Corporation
Georgia

Financial Reassurance Company 2010, Ltd.
Vermont

Prime Reinsurance Company, Inc.
Vermont

Court Square Capital Limited
Delaware

Seguros e Inversiones, S.A.
El Salvador

SISA VIDA, S.A., Seguros de Personas
El Salvador

Citigroup BUSA Holdings Inc.
Delaware

Holding BUSA II, S. de R.L. de C.V.
Mexico

Holding BUSA, S. de R.L. de C.V.
Mexico

Citigroup Global Markets Holdings Inc.
New York

Citigroup Financial Products Inc.
Delaware

Administradora de Valores Integrales, S. de R.L. de C.V.
Mexico

CIGPF I Corp.
New York

Citicorp Securities Services, Inc.
Delaware

Citigroup Capital Partners I GP II Corp.
Delaware

Citigroup Derivatives Markets Inc.
Delaware

Citigroup Global Markets (International) Finance AG
Switzerland


Citigroup Global Markets Overseas Finance Limited

Cayman Islands


Citigroup Global Markets Hong Kong Holdings Limited

Hong Kong


Citigroup Global Markets (Proprietary) Limited

South Africa


Citigroup Global Markets Australia Holdings Pty Limited

Australia


Citigroup Global Markets Australia Pty Limited

Australia


Citigroup Global Markets Europe Limited

England


Citigroup Global Markets Limited

England


Citigroup Global Markets Hong Kong Limited

Hong Kong


Citigroup Global Markets Inc.

New York


Citigroup Global Markets Limited

England


Seven World Holdings LLC

Delaware


Citigroup Global Markets India Private Limited

India


The Yield Book Inc.

Delaware


Citigroup Holdco Delaware Finance Inc.

Delaware


Citigroup Delaware Finance General Partner LLC

Delaware


Citigroup Delaware Finance General Partner LLC

Delaware


Fscwil Funding Limited Partnership

Delaware


Citigroup Delaware Second Finance LLC

Delaware


Citigroup Holdco Finance Inc.

Delaware


Citigroup General Partner LLC

Delaware


Citigroup Funding Limited Partnership

Delaware


Citigroup Investments Inc.

Delaware


Citigroup Alternative Investments LLC

Delaware


Citigroup Private Equity LP

Delaware


Citigroup Capital Partners II Employee Master Fund, L.P.

Delaware


Citigroup Japan Holdings Corp.

Japan


Citigroup Global Markets Japan Inc.

Japan


Citigroup Management Corp.

Delaware


Citigroup Niagara Holdings LLC

Delaware


Citi GSCP Inc.

Delaware


Citigroup Niagara Holdings LLC

Delaware


Citi Niagara LLC

Delaware


TRV Holdings LLC

Delaware


TRV Investments LLC

Delaware


COHM Overseas Mexico Holding, S. de R.L. de C.V.

Mexico


Citigroup Capital Hold Co UK Limited

England


Citigroup Capital Partners Mexico, S. de R.L. de C.V.

Mexico


NAMGK Mexico Holding, S. de R.L. de C.V.

Mexico


Citicorp (Mexico) Holdings LLC

Delaware


Grupo Financiero Banamex, S.A. de C.V.

Mexico


Acciones y Valores Banamex, S.A. de C.V. Casa de Bolsa, Integrante del Grupo Financiero Banamex

Mexico


Afore Banamex, S.A. de C.V.

Mexico


Vidapass, Sociedad Anonima de Capital Variable

Mexico


Banco Nacional de Mexico, S.A.

Mexico


Inmuebles Banamex, S.A. de C.V.

Mexico


















Promotora de Sistemas de Teleinformatica, S.A. de C.V.

Mexico


Tarjetas Banamex, S.A. de C.V. SOFOM E.R.

Mexico


Tarjetas Banamex, S.A. de C.V. SOFOM E.R.

Mexico


Travelers Auto Leasing LLC

Delaware


Administradora de Valores Integrales, S. de R.L. de C.V.
Mexico

Pensiones Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex
Mexico

Seguros Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex
Mexico




https://www.sec.gov/Archives/edgar/data/831001/000110465914015152/a14-3681_6ex21d01.htm

 

 

10-K 1 c-12312014x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission file number 1-9924

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)


52-1568099

(I.R.S. Employer Identification No.)


399 Park Avenue, New York, NY

(Address of principal executive offices)



10022

(Zip code)


(212) 559-1000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: See Exhibit 99.01

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of Citigroup Inc. common stock held by non-affiliates of Citigroup Inc. on June 30, 2014 was approximately $142.6 billion.

Number of shares of Citigroup Inc. common stock outstanding on January 31, 2015: 3,033,851,309

Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the annual meeting of stockholders scheduled to be held on April 28, 2015, are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

Available on the web at www.citigroup.com

FORM 10-K CROSS-REFERENCE INDEX


Item Number

Page

Part I


1.

Business

2–29, 32, 122–124,

127, 158,

307–308

1A.

Risk Factors

52–63

1B.

Unresolved Staff Comments

Not Applicable

2.

Properties

307–308

3.



Legal Proceedings—See Note 28 to the Consolidated Financial Statements

295–304


4.



Mine Safety Disclosures

Not Applicable

Part II


5.



Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

137–138, 164, 305, 309–310


6.



Selected Financial Data

8–9


7.



Management’s Discussion and Analysis of Financial Condition and Results of Operations

4–34, 65–121











7A.



Quantitative and Qualitative Disclosures About Market Risk

65–121, 159–161, 186–220, 229–288











8.



Financial Statements and Supplementary Data

132–306











9.



Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable











9A.



Controls and Procedures

125–126











9B.



Other Information

Not Applicable



















































Part III





10.



Directors, Executive Officers and Corporate Governance

311–312*





11.



Executive Compensation

**





12.



Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

***





13.



Certain Relationships and Related Transactions and Director Independence

****





14.



Principal Accountant Fees and Services

*****





Part IV







15.



Exhibits and Financial Statement Schedules












*

For additional information regarding Citigroup’s Directors, see “Corporate Governance,” “Proposal 1: Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for Citigroup’s Annual Meeting of Stockholders scheduled to be held on April 28, 2015, to be filed with the SEC (the Proxy Statement), incorporated herein by reference.


**

See “Executive Compensation—The Personnel and Compensation Committee Report,” “—Compensation Discussion and Analysis” and “—2014 Summary Compensation Table and Compensation Information” in the Proxy Statement, incorporated herein by reference.


***

See “About the Annual Meeting,” “Stock Ownership” and “Proposal 4: Approval of Additional Authorized Shares under the Citigroup 2014 Stock Incentive Plan” in the Proxy Statement, incorporated herein by reference.


****

See “Corporate Governance—Director Independence,” “—Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation,” and “—Indebtedness” in the Proxy Statement, incorporated herein by reference.


*****

See “Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement, incorporated herein by reference.













CITIGROUP’S 2014 ANNUAL REPORT ON FORM 10-K








OVERVIEW

2


MANAGEMENT'S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

4


Executive Summary

4


Summary of Selected Financial Data

8


SEGMENT AND BUSINESS—INCOME (LOSS)

AND REVENUES

10


CITICORP

12


Global Consumer Banking (GCB)

13


North America GCB

15


EMEA GCB

17


Latin America GCB

19


Asia GCB

21


Institutional Clients Group

23


Corporate/Other

27


CITI HOLDINGS

28


BALANCE SHEET REVIEW

30


OFF BALANCE SHEET

ARRANGEMENTS

33


CONTRACTUAL OBLIGATIONS

34


CAPITAL RESOURCES

35


Current Regulatory Capital Standards




Overview




Basel III Transition Arrangements




Basel III (Full Implementation)




Supplementary Leverage Ratio




Regulatory Capital Standards Developments




Tangible Common Equity, Tangible Book Value

Per Share and Book Value Per Share




RISK FACTORS

52


Managing Global Risk Table of Contents—

Credit, Market (Including Funding and Liquidity),

Operational and Country and Cross-Border Risk

Sections




64


MANAGING GLOBAL RISK

65


Overview




Citi’s Risk Management Organization




Citi’s Compliance Organization




SIGNIFICANT ACCOUNTING POLICIES AND

SIGNIFICANT ESTIMATES

122


DISCLOSURE CONTROLS AND

PROCEDURES

125


MANAGEMENT’S ANNUAL REPORT ON

INTERNAL CONTROL OVER FINANCIAL

REPORTING

126


FORWARD-LOOKING STATEMENTS

127


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM—INTERNAL

CONTROL OVER FINANCIAL REPORTING

129


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM—

CONSOLIDATED FINANCIAL STATEMENTS

130










FINANCIAL STATEMENTS AND NOTES

TABLE OF CONTENTS

131


CONSOLIDATED FINANCIAL STATEMENTS

132


NOTES TO CONSOLIDATED FINANCIAL

STATEMENTS

141


FINANCIAL DATA SUPPLEMENT




SUPERVISION, REGULATION AND OTHER

301


Supervision and Regulation

Competition

Properties

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act


UNREGISTERED SALES OF EQUITY,

PURCHASES OF EQUITY SECURITIES,

DIVIDENDS

303


PERFORMANCE GRAPH




CORPORATE INFORMATION

305


Citigroup Executive Officers




Citigroup Board of Directors







1







OVERVIEW






Citigroup’s history dates back to the founding of the City Bank of New York in 1812. Citigroup’s original corporate predecessor was incorporated in 1988 under the laws of the State of Delaware. Following a series of transactions over a number of years, Citigroup Inc. was formed in 1998 upon the merger of Citicorp and Travelers Group Inc.

Citigroup is a global diversified financial services holding company, whose businesses provide consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. Citi has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions.

At December 31, 2014, Citi had approximately 241,000 full-time employees, compared to approximately 251,000 full-time employees at December 31, 2013.

Citigroup currently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of Citi’s Global Consumer Banking businesses and Institutional Clients Group; and Citi Holdings, consisting of businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp businesses. For a further description of the business segments and the products and services they provide, see “Citigroup Segments” below, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 3 to the Consolidated Financial Statements.

Throughout this report, “Citigroup,” “Citi” and “the Company” refer to Citigroup Inc. and its consolidated subsidiaries.

Additional information about Citigroup is available on Citi’s website at www.citigroup.com. Citigroup’s recent annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, as well as other filings with the U.S. Securities and Exchange Commission (SEC), are available free of charge through Citi’s website by clicking on the “Investors” page and selecting “All SEC Filings.” The SEC’s website also contains current reports, information statements, and other information regarding Citi at www.sec.gov.

Certain reclassifications, including a realignment of certain businesses, have been made to the prior periods’ financial statements to conform to the current period’s presentation. For information on certain recent such reclassifications, see Note 3 to the Consolidated Financial Statements.






Please see “Risk Factors” below for a discussion of the most significant risks and uncertainties that could impact Citigroup’s businesses, financial condition and results of operations.









2







As described above, Citigroup is managed pursuant to the following segments:





*

As previously announced, Citigroup intends to exit its consumer businesses in 11 markets and its consumer finance business in Korea in GCB and certain businesses in ICG. Effective in the first quarter of 2015, these businesses will be reported as part of Citi Holdings. For additional information, see “Executive Summary,” “Global Consumer Banking” and “Institutional Clients Group” below. Citi intends to release a revised Quarterly Financial Data Supplement reflecting this realignment prior to the release of its first quarter of 2015 earnings information.





The following are the four regions in which Citigroup operates. The regional results are fully reflected in the segment results above.





3







MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS






EXECUTIVE SUMMARY




Steady Progress on Execution Priorities Despite Continued Challenging Operating Environment

As discussed further throughout this Form 10-K, Citi’s 2014 results reflected a continued challenging operating environment for Citi and its businesses in several respects, including:








the impact of macroeconomic uncertainty on the markets, trading environment and customer activity, particularly during the latter part of the year;






significant costs associated with legal settlements as Citi resolved its significant legacy legal issues and continued to work through its outstanding legal matters;






uneven global economic growth; and






a continued low interest rate environment.





In addition, as part of its execution priorities to improve its efficiency and reduce expenses, Citi incurred higher repositioning costs during the year, which also impacted its 2014 results of operations.

Despite these difficult decisions and challenges, Citi continued to make progress on its execution priorities in 2014, including:








Efficient resource allocation and disciplined expense management: As noted above, Citi continued to take actions to simplify and streamline the organization as well as improve productivity. As part of these efforts, Citi announced strategic actions to exit its consumer businesses in certain international markets in Global Consumer Banking (GCB) and certain businesses in Institutional Clients Group (ICG) to focus on those markets and businesses where it believes it has the greatest scale, growth potential and ability to provide meaningful returns to its shareholders.






Wind down of Citi Holdings: Citi continued to wind down Citi Holdings, including reducing its assets by $19 billion, or 16%, from year end 2013.






Utilization of deferred tax assets (DTAs): Citi utilized approximately $3.3 billion in DTAs during 2014 (for additional information, see “Income Taxes” below).





While making progress on these initiatives in 2014, Citi expects the operating environment in 2015 to remain challenging. Regulatory changes and requirements continue to create uncertainties for Citi and its businesses. While the U.S. economy continues to improve, it remains susceptible to global events and volatility. The economic and fiscal situations of several European countries remain fragile, and geopolitical tensions in the region have added to the uncertainties. Although most emerging market economies continue to grow, growth has slowed in some markets and these economies are also susceptible to outside macroeconomic events and challenges. The frequency with which legal and regulatory proceedings are initiated against




financial institutions, and the severity of the remedies sought in these proceedings, has increased substantially over the past several years, including 2014. Financial institutions also remain a target for an increasing number of cybersecurity attacks. For a more detailed discussion of these and other risks that could impact Citi’s businesses, results of operations and financial condition during 2015, see each respective business’ results of operations, “Risk Factors” and “Managing Global Risk” below.

While Citi may not be able to completely control these and other factors affecting its operating environment in 2015, it will remain focused on its execution priorities, as described above, and remains committed to achieving its 2015 financial targets for Citicorp’s operating efficiency ratio and Citigroup’s return on assets.




2014 Summary Results




Citigroup

Citigroup reported net income of $7.3 billion or $2.20 per diluted share, compared to $13.7 billion or $4.35 per share in 2013. In 2014, Citi’s results included negative $390 million (negative $240 million after-tax) of CVA/DVA, compared to negative $342 million (negative $213 million after-tax) in 2013 (for additional information, including Citi’s adoption of funding valuation adjustments, or FVA, in 2014, see Note 25 to the Consolidated Financial Statements). Citi’s results in 2014 also included a charge of $3.8 billion ($3.7 billion after-tax) related to the mortgage settlement announced in July 2014 regarding certain of Citi’s legacy residential mortgage-backed securities and CDO activities, recorded in Citi Holdings. Results in 2014 further included a tax charge of approximately $210 million related to corporate tax reforms enacted in two states, compared to a tax benefit of $176 million in 2013 related to the resolution of certain tax audit items, both recorded in Corporate/Other. In addition, Citi’s 2013 results included a net fraud loss in Mexico of $360 million ($235 million after-tax) recorded in ICG, and a $189 million after-tax benefit related to the divestiture of Credicard, Citi’s non-Citibank branded cards and consumer finance business in Brazil (Credicard), recorded in Corporate/Other.

Excluding these items, Citi reported net income of $11.5 billion in 2014, or $3.55 per diluted share, compared to $13.8 billion, or $4.37 per share, in the prior year. The 16% decrease from 2013 was driven by higher expenses, a lower net loan loss reserve release and a higher effective tax rate due primarily to non-deductible legal and related expenses incurred during the year (for additional information, see Note 9 to the Consolidated Financial Statements), partially offset by increased revenues in Citi Holdings and a decline in net credit losses. (Citi’s results of operations excluding the impacts of CVA/DVA, the mortgage settlement, the tax items, the net fraud loss and the Credicard divestiture are non-GAAP financial measures. Citi believes the presentation of its results of operations excluding these impacts provides a more


4

meaningful depiction for investors of the underlying fundamentals of its businesses.)

Citi’s revenues, net of interest expense, were $76.9 billion in 2014, up 1% versus the prior year. Excluding CVA/DVA, revenues were $77.3 billion, also up 1% from 2013, as revenues rose 28% in Citi Holdings, partially offset by a 1% decline in Citicorp. Net interest revenues of $48.0 billion were 3% higher than 2013, mostly driven by lower funding costs. Excluding CVA/DVA, non-interest revenues were $29.3 billion, down 2% from 2013, driven by lower revenues in ICG and GCB in Citicorp, partially offset by higher non-interest revenues in Citi Holdings.

Expenses

Citigroup expenses increased 14% versus 2013 to $55.1 billion. Excluding the impact of the mortgage settlement in 2014 and the net fraud loss in 2013, operating expenses increased 7% versus the prior year to $51.3 billion driven by higher legal and related expenses ($5.8 billion compared to $3.0 billion in the prior year) and repositioning costs ($1.6 billion compared to $590 million in the prior year).

Excluding the legal and related expenses, net fraud loss in 2013, repositioning charges and the impact of foreign exchange translation into U.S. dollars for reporting purposes (FX translation), which lowered reported expenses by approximately $503 million in 2014 compared to 2013, expenses were roughly unchanged at $43.9 billion as repositioning savings, expense reductions in Citi Holdings and other productivity initiatives were fully offset by the impact of higher regulatory and compliance and volume-related costs. (Citi’s results of operations excluding the impact of legal and related expenses, repositioning charges and FX translation are non-GAAP financial measures. Citi believes the presentation of its results of operations excluding these impacts provides a more meaningful depiction for investors of the underlying fundamentals of its businesses.)

Excluding the impact of the net fraud loss in 2013, Citicorp’s expenses were $47.3 billion, up 12% from the prior year, primarily reflecting higher legal and related expenses, largely in Corporate/Other ($4.8 billion compared to $432 million in 2013), higher repositioning costs ($1.6 billion compared to $547 million in 2013), higher regulatory and compliance costs and higher volume-related costs, partially offset by efficiency savings. Excluding the impact of the mortgage settlement in 2014, Citi Holdings’ expenses were $4.0 billion, down 34% from 2013, reflecting lower legal and related expenses as well as the ongoing decline in Citi Holdings’ assets.

Credit Costs and Allowance for Loan Losses

Citi’s total provisions for credit losses and for benefits and claims of $7.5 billion declined 12% from 2013. Excluding the impact of the mortgage settlement in 2014, total provisions for credit losses and for benefits and claims declined 13% to $7.4 billion versus the prior year. Net credit losses of $9.0 billion were down 14% versus the prior year. Consumer net credit losses declined 15% to $8.7 billion, reflecting continued improvements in the North America mortgage portfolio within Citi Holdings, as well as North America Citi-branded cards and Citi retail services in Citicorp. Corporate net credit losses increased 43% to $288 million in 2014. Corporate net credit losses in 2014 included approximately $113 million of incremental net credit losses related to the Pemex supplier program in Mexico (for additional information regarding the Pemex supplier program, see “Institutional Clients Group” below).

The net release of allowance for loan losses and unfunded lending commitments was $2.3 billion in 2014. Excluding the impact of the mortgage settlement in 2014, the net release of allowance for loan losses and unfunded lending commitments was $2.4 billion in 2014 compared to a $2.8 billion release in the prior year. Citicorp’s net reserve release increased to $1.4 billion from $736 million in 2013 due to higher reserve releases in North America GCB and ICG, reflecting improved credit trends. Citi Holdings’ net reserve release, excluding the impact of the mortgage settlement in 2014, decreased 53% to $958 million, primarily due to lower releases related to the North America mortgage portfolio (which also had lower net credit losses).

Citigroup’s total allowance for loan losses was $16.0 billion at year end, or 2.50% of total loans, compared to $19.6 billion, or 2.97%, at the end of 2013. The decline in the total allowance for loan losses reflected the continued wind down of Citi Holdings and overall continued improvement in the credit quality of Citi’s loan portfolios. The consumer allowance for loan losses was $13.6 billion, or 3.68% of total consumer loans, at year end, compared to $17.1 billion, or 4.34% of total loans, at the end of 2013. The consumer 90+ days past due delinquencies were $4.6 billion, or 1.27% of consumer loans, at year end, a decline from $5.7 billion or 1.49% of loans in the prior year. Total non-accrual assets fell to $7.4 billion, a 22% reduction compared to 2013. Corporate non-accrual loans declined 38% to $1.2 billion, while Consumer non-accrual loans declined 17% to $5.9 billion, both reflecting the continued improvement in credit trends.


Capital

Despite the challenging operating environment and elevated legal and related expenses during 2014, Citi was able to maintain its regulatory capital, primarily through net income and the further reduction of its DTAs. Citigroup’s Basel III Tier 1 Capital and Common Equity Tier 1 Capital ratios, on a fully implemented basis, were 11.5% and 10.6% as of December 31, 2014, respectively, compared to 11.3% and 10.6% as of December 31, 2013 (all based on the Advanced Approaches for determining risk-weighted assets). Citigroup’s estimated Basel III Supplementary Leverage ratio as of December 31, 2014 was 6.0% compared to 5.4% as of




5

December 31, 2013, each based on the revised final U.S. Basel III rules. For additional information on Citi’s capital ratios and related components, see “Capital Resources” below.

Citicorp

Citicorp net income decreased 32% from the prior year to $10.7 billion. CVA/DVA, recorded in ICG, was negative $343 million (negative $211 million after-tax) in 2014, compared to negative $345 million (negative $214 million after-tax) in the prior year (for a summary of CVA/DVA by business within ICG, see “Institutional Clients Group” below).

Excluding CVA/DVA as well as the impact of the net fraud loss in Mexico, the tax items and the divestiture of Credicard noted above, Citicorp’s net income was $11.1 billion, down 29% from the prior year, as higher expenses, a higher effective tax rate and lower revenues were partially offset by continued improvement in credit costs.

Citicorp revenues, net of interest expense, decreased 1% from the prior year to $71.1 billion. Excluding CVA/DVA, Citicorp revenues were $71.4 billion in 2014, also down 1% from the prior year. GCB revenues of $37.8 billion decreased 1% versus the prior year. North America GCB revenues declined 1% to $19.6 billion driven by lower retail banking revenues, partially offset by higher revenues in Citi-branded cards and Citi retail services. Retail banking revenues declined 9% to $4.9 billion versus the prior year, primarily reflecting lower mortgage origination revenues and spread compression in the deposits portfolios, partially offset by volume-related growth and gains from branch sales during the year. Citi-branded cards revenues of $8.3 billion were up 1% versus the prior year as purchase sales grew and an improvement in spreads driven by a reduction in promotional rate balances mostly offset the impact of lower average loans. Citi retail services revenues increased 4% to $6.5 billion, mainly reflecting the impact of the Best Buy portfolio acquisition in September 2013, partially offset by continued declines in fee revenues primarily reflecting higher yields and improving credit and the resulting increase in contractual partner payments. North America GCB average deposits of $171 billion grew 3% year-over-year and average retail loans of $46 billion grew 9%. Average card loans of $110 billion increased 2%, and purchase sales of $252 billion increased 5% versus the prior year. For additional information on the results of operations of North America GCB for 2014, see “Global Consumer Banking—North America GCB” below.

International GCB revenues (consisting of EMEA GCB, Latin America GCB and Asia GCB) decreased 2% versus the prior year to $18.1 billion. Excluding the impact of FX translation, international GCB revenues rose 2% from the prior year, driven by 4% growth in Latin America GCB and 1% growth in Asia GCB, partially offset by a 1% decline in EMEA GCB (for the impact of FX translation on 2014 results of operations for each of EMEA GCB, Latin America GCB and Asia GCB, see the table accompanying the discussion of each respective business’ results of operations below). The growth in international GCB revenues, excluding the impact of FX translation, mainly reflected volume growth in all regions, partially offset by spread compression, the ongoing impact of regulatory changes and the repositioning of Citi’s franchise in

Korea, as well as market exits in EMEA GCB in 2013. For additional information on the results of operations of EMEA GCB, Latin America GCB and Asia GCB for 2014, see “Global Consumer Banking” below. Year-over-year, international GCB average deposits increased 2%, average retail loans increased 7%, investment sales increased 8%, average card loans increased 2% and card purchase sales increased 5%, all excluding the impact of Credicard’s results in the prior year period and FX translation.

ICG revenues were $33.3 billion in 2014, down 1% from the prior year. Excluding CVA/DVA, ICG revenues were $33.6 billion, also down 1% from the prior year. Banking revenues of $17.0 billion, excluding CVA/DVA and the impact of mark-to-market gains/(losses) on hedges related to accrual loans within corporate lending (see below), increased 5% from the prior year, primarily reflecting growth in investment banking, corporate lending and private bank revenues. Investment banking revenues increased 7% versus the prior year, driven by an 11% increase in advisory revenues to $949 million and an 18% increase in equity underwriting to $1.2 billion. Debt underwriting revenues of $2.5 billion were largely unchanged from 2013. Private bank revenues, excluding CVA/DVA, increased 7% to $2.7 billion from the prior year, driven by increased client volumes and growth in investment and capital markets products, partially offset by spread compression. Corporate lending revenues rose 52% to $1.9 billion, including $116 million of mark-to-market gains on hedges related to accrual loans compared to a $287 million loss in the prior year. Excluding the mark-to-market impact on hedges related to accrual loans in both periods, corporate lending revenues rose 15% versus the prior year to $1.7 billion, primarily reflecting growth in average loans and improved funding costs. Treasury and trade solutions revenues increased by 1% versus the prior year to $7.9 billion as volume and fee growth was largely offset by the impact of spread compression globally.

Markets and securities services revenues of $16.5 billion, excluding CVA/DVA, decreased 8% from the prior year. Fixed income markets revenues of $11.8 billion, excluding CVA/DVA, decreased 11% from the prior year, reflecting weakness across rates and currencies, credit markets and municipals due to challenging trading conditions, partially offset by increased securitized products and commodities revenues. The first half of 2013 included a strong performance in rates and currencies, driven in part by the impact of quantitative easing globally. Equity markets revenues of $2.8 billion, excluding CVA/DVA, declined 1% versus the prior year, mostly reflecting weakness in cash equities in EMEA driven by volatility in Europe, partially offset by strength in prime finance. Securities services revenues of $2.3 billion increased 3% versus the prior year primarily due to increased volumes, assets under custody and overall client activity. For additional information on the results of operations of ICG for 2014, see “Institutional Clients Group” below.

Corporate/Other revenues decreased to $47 million from $121 million in the prior year, driven mainly by lower revenues from sales of available-for-sale securities as well as hedging activities. For additional information on the results of

6


operations of Corporate/Other in 2014, see “Corporate/Other” below.

Citicorp end-of-period loans were roughly unchanged at $572 billion, with 1% growth in corporate loans offset by a 2% decline in consumer loans. Excluding the impact of FX translation, Citicorp loans grew 3%, with 4% growth in corporate loans and 2% growth in consumer loans.


Citi Holdings

Citi Holdings’ net loss was $3.4 billion in 2014 compared to a net loss of $1.9 billion in 2013. CVA/DVA was negative $47 million (negative $29 million after-tax) in 2014, compared to positive $3 million (positive $1 million after-tax) in the prior year. Excluding the impact of CVA/DVA and the mortgage settlement in 2014, Citi Holdings’ net income was $385 million, reflecting lower expenses, higher revenues and lower net credit losses, partially offset by a lower net loan loss reserve release.

Citi Holdings’ revenues increased 27% to $5.8 billion from the prior year. Excluding CVA/DVA, Citi Holdings’ revenues increased 28% to $5.9 billion from the prior year. Net interest revenues increased 11% year-over-year to $3.5 billion, largely driven by lower funding costs. Non-interest revenues, excluding CVA/DVA, increased 68% to $2.3 billion from the prior year, primarily driven by higher gains on assets sales and the absence of repurchase reserve builds for representation and warranty claims in 2014. For additional information on the results of operations of Citi Holdings in 2014, see “Citi Holdings” below.

Citi Holdings’ assets were $98 billion, 16% below the prior year, and represented approximately 5% of Citi’s total GAAP assets and 14% of its risk-weighted assets under Basel III as of year end (based on the Advanced Approaches for determining risk-weighted assets).


7


RESULTS OF OPERATIONS

SUMMARY OF SELECTED FINANCIAL DATA—PAGE 1

Citigroup Inc. and Consolidated Subsidiaries


In millions of dollars, except per-share amounts and ratios

2014

2013

2012

2011

2010


Net interest revenue

$

47,993




$

46,793




$

46,686




$

47,649




$

53,539


Non-interest revenue

28,889


29,626


22,504


29,612


32,210


Revenues, net of interest expense

$

76,882




$

76,419




$

69,190




$

77,261




$

85,749





Operating expenses

55,051




48,408




50,036




50,180




46,824





Provisions for credit losses and for benefits and claims

7,467




8,514




11,329




12,359




25,809





Income from continuing operations before income taxes

$

14,364




$

19,497




$

7,825




$

14,722




$

13,116





Income taxes

6,864




5,867




7




3,575




2,217





Income from continuing operations

$

7,500




$

13,630




$

7,818




$

11,147




$

10,899





Income (loss) from discontinued operations, net of taxes (1)

(2

)

270




(58

)

68




(16

)


Net income before attribution of noncontrolling interests

$

7,498




$

13,900




$

7,760




$

11,215




$

10,883





Net income attributable to noncontrolling interests

185




227




219




148




281





Citigroup’s net income

$

7,313




$

13,673




$

7,541




$

11,067




$

10,602





Less:












Preferred dividends-Basic

$

511




$

194




$

26




$

26




$

9





Dividends and undistributed earnings allocated to employee restricted and deferred shares that contain nonforfeitable rights to dividends, applicable to basic EPS

111




263




166




186




90





Income allocated to unrestricted common shareholders for basic EPS

$

6,691




$

13,216




$

7,349




$

10,855




$

10,503





Add: Interest expense, net of tax, dividends on convertible securities and adjustment of undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to diluted EPS

1




11




17




2





Income allocated to unrestricted common shareholders for diluted EPS

$

6,691




$

13,217




$

7,360




$

10,872




$

10,505





Earnings per share















Basic















Income from continuing operations

$

2.21




$

4.27




$

2.53




$

3.71




$

3.64





Net income

2.21




4.35




2.51




3.73




3.65





Diluted












Income from continuing operations

$

2.20




$

4.26




$

2.46




$

3.60




$

3.53





Net income

2.20




4.35




2.44




3.63




3.54





Dividends declared per common share

0.04

0.04

0.04

0.03



Statement continues on the next page, including notes to the table.



8




SUMMARY OF SELECTED FINANCIAL DATA—PAGE 2


Citigroup Inc. and Consolidated Subsidiaries

In millions of dollars, except per-share amounts, ratios and direct staff

2014   2013  2012   2011   2010


At December 31:

$ 1,842,530

$ 1,880,382

$ 1,864,660

$ 1,873,878

$ 1,913,902

Total deposits (2)
899,332

968,273

930,560

865,936

844,968

Long-term debt

223,080

221,116

239,463

323,505

381,183

Citigroup common stockholders’ equity

200,066

197,601

186,487

177,494

163,156


Total Citigroup stockholders’ equity

210,534

204,339

189,049

177,806

163,468

Direct staff (in thousands)

241

251

259




266






CITICORP

Citicorp is Citigroup’s global bank for consumers and businesses and represents Citi’s core franchises. Citicorp is focused on providing best-in-class products and services to customers and leveraging Citigroup’s unparalleled global network, including many of the world’s emerging economies. Citicorp is physically present in approximately 100 countries, many for over 100 years, and offers services in over 160 countries and jurisdictions. Citi believes this global network provides a strong foundation for servicing the broad financial services needs of its large multinational clients and for meeting the needs of retail, private banking, commercial, public sector and institutional clients around the world.

Citicorp consists of the following operating businesses: Global Consumer Banking (which consists of consumer banking in North America, EMEA, Latin America and Asia) and Institutional Clients Group (which includes Banking and Markets and securities services). Citicorp also includes Corporate/Other. At December 31, 2014, Citicorp had $1.7 trillion of assets and $889 billion of deposits, representing 95% of Citi’s total assets and 99% of Citi’s total deposits, respectively.




GLOBAL CONSUMER BANKING

Global Consumer Banking (GCB) consists of Citigroup’s four geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, commercial banking, Citi-branded cards and Citi retail services (for additional information on these businesses, see “Citigroup Segments” above). GCB is a globally diversified business with 3,280 branches in 35 countries around the world as of December 31, 2014. For the year ended December 31, 2014, GCB had $399 billion of average assets and $331 billion of average deposits.

GCB’s overall strategy is to leverage Citi’s global footprint and seek to be the preeminent bank for the emerging affluent and affluent consumers in large urban centers. In credit cards and in certain retail markets, Citi serves customers in a somewhat broader set of segments and geographies.

Consistent with its strategy to continue to optimize its branch footprint and further concentrate its presence in major metropolitan areas, during 2014, Citi announced that it intends to exit its consumer businesses in the following markets: Costa Rica, El Salvador, Guatemala, Nicaragua, Panama and Peru (in Latin America); Japan, Guam and its consumer finance business in Korea (in Asia); and the Czech Republic, Egypt and Hungary (in EMEA). Citi expects to substantially complete its exit from these businesses by the end of 2015. These consumer businesses, consisting of $28 billion of assets, $7 billion of consumer loans and $3 billion of deposits (excluding approximately $21 billion of deposits reclassified to held-for-sale as a result of Citi’s agreement in December 2014 to sell its Japan retail banking business) as of December 31, 2014, contributed approximately $1.6 billion of revenues, $1.4 billion of expenses and a net loss of $40 million in 2014, with the loss primarily attributable to repositioning and other actions directly related to the exit plans. These businesses will be reported as part of Citi Holdings beginning in the first quarter of 2015. For additional information, see “Executive Summary” above and “Latin America GCB” and “Asia GCB” below.








NORTH AMERICA GCB

North America GCB provides traditional banking and Citi-branded cards and Citi retail services to retail customers and small to mid-size businesses in the U.S. North America GCB’s 849 retail bank branches as of December 31, 2014 are largely concentrated in the greater metropolitan areas of New York, Chicago, Miami, Washington, D.C., Boston, Los Angeles and San Francisco.

At December 31, 2014, North America GCB had approximately 11.7 million retail banking customer accounts, $46.8 billion of retail banking loans and $171.4 billion of deposits. In addition, North America GCB had approximately 111.7 million Citi-branded and Citi retail services credit card accounts, with $114.0 billion in outstanding card loan balances.




$

166.0




$

153.9




3




8





Net credit losses as a percentage of average loans

2.69

%

3.09

%

3.83

%










Revenue by business






















Retail banking

$

4,901




$

5,376




$

6,687




(9

)%

(20

)%


Citi-branded cards

8,282




8,211




8,234




1










Citi retail services

6,462




6,189




6,029




4




3





Total

$

19,645




$

19,776




$

20,950




(1

)%

(6

)%


Income from continuing operations by business






















Retail banking

$

349




$

411




$

1,136




(15

)%

(64

)%


Citi-branded cards

2,402




1,942




1,988




24




(2

)


Citi retail services

1,670




1,557




1,440




7




8





Total

$

4,421




$

3,910




$

4,564




13

%

(14

)%








NM Not meaningful






2014 vs. 2013

Net income increased by 13% due to lower net credit losses, higher loan loss reserve releases and lower expenses, partially offset by lower revenues.

Revenues decreased 1%, with lower revenues in retail banking, partially offset by higher revenues in Citi-branded cards and Citi retail services. Net interest revenue increased 3% primarily due to an increase in average loans in Citi retail services driven by the Best Buy portfolio acquisition in September 2013 and continued volume growth in retail banking, which more than offset lower average loans in Citi-branded cards. Non-interest revenue decreased 22%, driven by lower mortgage origination revenues due to significantly lower U.S. mortgage refinancing activity and a continued decline in revenues in Citi retail services, primarily reflecting improving credit and the resulting impact on contractual partner payments, partially offset by a 5% increase in total card purchase sales to $252 billion and gains during the year from branch sales (approximately $130 million).

Retail banking revenues of $4.9 billion decreased 9% due to the lower mortgage origination revenues and spread compression in the deposit portfolios, which began to abate during the latter part of the year, partially offset by continued volume-related growth and the gains from branch sales. Consistent with GCB’s strategy, during 2014, NA GCB closed or sold over 130 branches (a 14% decline from the prior year), with announced plans to sell or close an additional 60 branches in early 2015. Average loans of $46 billion increased 9% and average deposits of $171 billion increased 3%.

Cards revenues increased 2% as average loans of $110 billion increased 3% versus 2013. In Citi-branded cards, revenues increased 1% as a 4% increase in purchase sales and higher net interest spreads, driven by the continued reduction of promotional balances in the portfolio, mostly offset lower average loans (3% decline from 2013). The decline in average loans was driven primarily by the reduction in promotional balances, and to a lesser extent, increased customer payment rates during the year. In addition, while the business experienced modest full rate loan growth during 2014, growth in full rate loan balances began to slow during the latter part of the year. Combined with the continued reduction in promotional balances, NA GCB could experience pressure on full rate loan growth during 2015.

Citi retail services revenues increased 4% primarily due to a 12% increase in average loans driven by the Best Buy acquisition, partially offset by continued declines in fee revenues primarily reflecting higher yields and improving credit and the resulting increase in contractual partner payments. Citi retail services revenues also benefited from lower funding costs, partially offset by a decline in net interest spreads due to a higher percentage of promotional balances within the portfolio. Purchase sales in Citi retail services increased 7% from 2013, driven by the acquisition of the Best Buy portfolio.

With respect to both cards portfolios, as widely publicized, U.S. gas prices declined during 2014, particularly in the fourth quarter. The decline in gas prices has negatively impacted purchase sales in the fuel portfolios, particularly in Citi retail services, and consumer savings from lower gas

prices may not result in higher spending in other spend categories. NA GCB will continue to monitor trends in this area going into 2015.

Expenses decreased 2% as ongoing cost reduction initiatives were partially offset by higher repositioning charges, increased investment spending and an increase in Citi retail services expenses due to the impact of the Best Buy portfolio acquisition. Cost reduction initiatives included the ongoing repositioning of the mortgage business due to the decline in mortgage refinancing activity, as well as continued rationalization of the branch footprint, including reducing the number of overall branches, as discussed above.

Provisions decreased 18% due to lower net credit losses (9%) and higher loan loss reserve releases (21%). Net credit losses declined in Citi-branded cards (down 14% to $2.2 billion) and in Citi retail services (down 2% to $1.9 billion). The loan loss reserve release increased to $1.2 billion due to the continued improvement in Citi-branded cards, partially offset by a lower loan loss reserve release in Citi retail services due to reserve builds for new loans originated in the Best Buy portfolio. Given the improvement in credit within the cards portfolios during 2014, NA GCB would not expect to see similar levels of loan loss reserve releases in 2015.

2013 vs. 2012

Net income decreased 14%, mainly driven by lower revenues and lower loan loss reserve releases, partially offset by lower net credit losses and expenses.

Revenues decreased 6% primarily due to lower retail banking revenues. The decline in retail banking revenues was primarily due to lower mortgage origination revenues driven by the significantly lower U.S. mortgage refinancing activity and ongoing spread compression in the deposit portfolios, partially offset by growth in average deposits, average commercial loans and average retail loans.

Cards revenues increased 1%. In Citi-branded cards, revenues were unchanged as continued improvement in net interest spreads, reflecting higher yields as promotional balances represented a smaller percentage of the portfolio total as well as lower funding costs, were offset by a decline in average loans. Citi retail services revenues increased 3% primarily due to the acquisition of the Best Buy portfolio, partially offset by improving credit and the resulting impact on contractual partner payments.

Expenses decreased 3%, primarily due to lower legal and related costs and repositioning savings, partially offset by higher mortgage origination costs and expenses in cards as a result of the Best Buy portfolio acquisition.

Provisions increased 7%, as lower net credit losses in the Citi-branded cards and Citi retail services portfolios were offset by lower loan loss reserve releases ($1.0 billion in 2013 compared to $2.4 billion in 2012), primarily related to cards, as well as reserve builds for new loans originated in the Best Buy portfolio.

EMEA GCB


EMEA GCB provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses, primarily in Central and Eastern Europe and the Middle East. The countries in which EMEA GCB has the largest presence are Poland, Russia and the United Arab Emirates.

At December 31, 2014, EMEA GCB had 137 retail bank branches with approximately 3.1 million retail banking customer accounts, $5.4 billion in retail banking loans, $12.8 billion in deposits, and 2.0 million Citi-branded card accounts with $2.2 billion in outstanding card loan balances.

The discussion of the results of operations for EMEA GCB below excludes the impact of FX translation for all periods presented. Presentations of the results of operations, excluding the impact of FX translation, are non-GAAP financial measures. Citi believes the presentation of EMEA GCB’s results excluding the impact of FX translation is a more meaningful depiction of the underlying fundamentals of the business. For a reconciliation of certain of these metrics to the reported results, see the table above.


2014 vs. 2013

Net income declined $58 million to a net loss of $27 million as higher credit costs and lower revenues were partially offset by lower expenses.

Revenues decreased 1%, driven by lower revenues resulting from the sales of Citi’s consumer operations in Turkey and Romania during 2013, spread compression and the absence of the prior-year gain related to the Turkey sale, largely offset by volume growth. Net interest revenue was roughly unchanged as spread compression was offset by growth in average retail loans. Non-interest revenue decreased 4%, mainly reflecting lower revenues due to the sales of the consumer operations in Turkey and Romania, partially offset by higher investment fees due to increased sales of higher spread investment products.

Retail banking revenues increased 2%, primarily due to increases in investment sales (3%), average deposits (5%) and average retail loans (11%), partially offset by the impact of the sales of the consumer operations in Turkey and Romania. Cards revenues declined 6%, primarily due to spread compression, interest rate caps, particularly in Poland, and the impact of the sales of the consumer operations in Turkey and Romania. Continued regulatory changes, including caps on interchange rates in Poland, and spread compression will likely continue to negatively impact revenues in EMEA GCB in 2015.

Expenses decreased 1%, primarily due to the impact of the sales of the consumer operations in Turkey and Romania and efficiency savings, which were largely offset by higher repositioning charges, continued investment spending on new internal operating platforms and volume-related expenses.

Provisions increased 98% to $87 million driven by a loan loss reserve build mainly related to Citi’s consumer business in Russia due to the ongoing economic situation in Russia (as discussed below), partially offset by a 1% decline in net credit losses.

Russia

Citi’s ability to grow its consumer business in Russia has been negatively impacted by actions Citi has taken to mitigate its risks and exposures in response to the ongoing political instability, such as limiting its exposure to additional credit risk. In addition, the ongoing economic situation in Russia, coupled with consumer overleveraging in the market, has negatively impacted consumer credit, particularly delinquencies in the Russian card and personal installment loan portfolios (which totaled $1.2 billion as of December 31, 2014, or 0.4% of total GCB loans), and Citi currently expects these trends could continue into 2015. Citi has taken these trends into consideration in determining its allowance for loan loss reserves. Any further actions Citi may take to mitigate its exposures or risks, or the imposition of additional sanctions (such as asset freezes) involving Russia or against Russian entities, business sectors, individuals or otherwise, could further negatively impact the results of operations of EMEA GCB. For additional information on Citi’s exposures in Russia, see “Managing Global Risk—Country and Cross-Border Risk” below.

2013 vs. 2012

Net income of $31 million compared to a net loss of $56 million in 2012 as lower expenses and lower net credit losses were partially offset by lower revenues, primarily due to the impact of the sales of Citi’s consumer operations in Turkey and Romania.

Revenues decreased 2%, mainly driven by the lower revenues resulting from the sales of the consumer operations in Turkey and Romania, partially offset by higher volumes in core markets and a gain related to the Turkey sale.

Retail banking revenues decreased 1%, driven by the sales of the consumer operations in Turkey and Romania, partially offset by increases in average deposits (1%) and average retail loans (13%) as well as the gain related to the Turkey sale. Cards revenues declined 4%, primarily due to spread compression and interest rate caps, particularly in Poland, and an 8% decrease in average cards loans, primarily due to the sales of the consumer operations in Turkey and Romania.

Expenses declined 6%, primarily due to repositioning savings as well as lower repositioning charges, partially offset by higher volume-related expenses and continued investment spending on new internal operating platforms.

Provisions declined 53% due to a 37% decrease in net credit losses largely resulting from the impact of the sales of the consumer operations in Turkey and Romania and a net credit recovery in the second quarter 2013.
LATIN AMERICA GCB

Latin America GCB provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses, with the largest presence in Mexico and Brazil. Latin America GCB includes branch networks throughout Latin America as well as Banco Nacional de Mexico, or Banamex, Mexico’s second-largest bank, with 1,542 branches as of December 31, 2014. As previously announced, in the fourth quarter of 2014, Citi entered into an agreement to sell its consumer business in Peru (for additional information, see “Executive Summary” and “Global Consumer Banking” above).

At December 31, 2014, Latin America GCB had 1,829 retail branches, with approximately 31.5 million retail banking customer accounts, $27.7 billion in retail banking loans and $45.5 billion in deposits. In addition, the business had approximately 8.8 million Citi-branded card accounts with $10.9 billion in outstanding loan balances.

The discussion of the results of operations for Latin America GCB below excludes the impact of FX translation for all periods presented. Presentations of the results of operations, excluding the impact of FX translation, are non-GAAP financial measures. Citi believes the presentation of Latin America GCB’s results excluding the impact of FX translation is a more meaningful depiction of the underlying fundamentals of the business. For a reconciliation of certain of these metrics to the reported results, see the table above.

2014 vs. 2013

Net income decreased 3% as higher expenses and credit costs were partially offset by higher revenues.

Revenues increased 4%, primarily due to volume growth and spread and fee growth in Mexico, partially offset by continued spread compression in the region and slower overall economic growth in certain Latin America markets, including Mexico and Brazil. Net interest revenue increased 4% due to increased volumes and stable spreads in Mexico, partially offset by the ongoing spread compression in other Latin America markets. Non-interest revenue increased 3%, primarily due to higher fees from increased volumes in retail banking and cards.

Retail banking revenues increased 3% as average loans increased 6%, investment sales increased 19% and average deposits increased 6%, partially offset by lower spreads in Brazil and Colombia. Cards revenues increased 6% as average loans increased 5% and purchase sales increased 1%, excluding the impact of Credicard’s results in the prior year period (for additional information, see Note 2 to the Consolidated Financial Statements). The increase in cards revenues was partially offset by lower economic growth and slowing cards purchase sales in Mexico due to the previously disclosed fiscal reforms enacted in 2013 in Mexico, which included, among other things, higher income and other taxes that negatively impacted consumer behavior and spending. Citi expects these trends, as well as spread compression, could continue to negatively impact revenues in Latin America GCB in 2015.

Expenses increased 5%, primarily due to mandatory salary increases in certain countries, higher legal and related costs, increased repositioning charges and higher technology spending, partially offset by productivity and repositioning savings.

Provisions increased 7%, primarily due to higher net credit losses, which were partially offset by a lower loan loss reserve build. Net credit losses increased 22%, driven by portfolio growth and continued seasoning in the Mexico cards portfolio. Net credit losses were also impacted by both the slower economic growth and fiscal reforms in Mexico (as discussed above) as well as a $71 million charge-off in the fourth quarter of 2014 related to Citi’s homebuilder exposure in Mexico, which was offset by a related release of previously established loan loss reserves and thus neutral to the cost of credit. The continued impact of the fiscal reforms and economic slowdown in Mexico is likely to cause net credit losses in Latin America GCB to remain elevated.


Argentina/Venezuela

For additional information on Citi’s exposures in Argentina and Venezuela and the potential impact to Latin America GCB results of operations as a result of certain developments in these countries, see “Managing Global Risk—Country and Cross-Border Risk” below.

2013 vs. 2012

Net income decreased 9% as higher credit costs, higher expenses and a higher effective tax rate were partially offset by higher revenues.

Revenues increased 7%, primarily due to volume growth in retail banking and cards, partially offset by spread compression. Retail banking revenues increased 5% as average loans increased 12%, investment sales increased 13% and average deposits increased 2%. Cards revenues increased 10% as average loans increased 10% and purchase sales increased 12%, excluding the impact of Credicard’s results.

Expenses increased 3% due to increased volume-related costs, mandatory salary increases in certain countries and higher regulatory costs, partially offset by lower repositioning charges and higher repositioning savings.

Provisions increased 25%, primarily due to higher net credit losses as well as a higher loan loss reserve build. Net credit losses increased 25%, primarily in the Mexico cards and personal loan portfolios, reflecting both volume growth and portfolio seasoning. The loan loss reserve build increased 52%, primarily due to an increase in reserves in Mexico related to the top three Mexican homebuilders, with the remainder due to portfolio growth and seasoning and the impact of potential losses related to hurricanes in the region during September 2013.
ASIA GCB

Asia GCB provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses, with the largest Citi presence in Korea, Singapore, Australia, Hong Kong, Taiwan, India, Japan, Malaysia, Indonesia, Thailand and the Philippines as of December 31, 2014. As previously announced, Citi entered into an agreement in December 2014 to sell its retail banking business in Japan (for additional information, see “Executive Summary” and “Global Consumer Banking” above).

At December 31, 2014, Asia GCB had 465 retail branches, approximately 16.4 million retail banking customer accounts, $71.8 billion in retail banking loans and $77.9 billion in deposits (excluding approximately $21 billion of deposits reclassified to held-for-sale as a result of Citi’s agreement in December 2014 to sell its Japan retail banking business). In addition, the business had approximately 16.5 million Citi-branded card accounts with $18.4 billion in outstanding loan balances.

2014 vs. 2013

Net income decreased 9%, primarily due to higher expenses, partially offset by lower credit costs and higher revenues.

Revenues increased 1%, as higher non-interest revenue was partially offset by a decline in net interest revenue. Non-interest revenue increased 5%, primarily driven by higher fee revenues (largely due to the previously disclosed distribution agreement that commenced during the first quarter of 2014), partially offset by a decline in investment sales revenues. Net interest revenue declined 2%, driven by the ongoing impact of regulatory changes, continued spread compression and the repositioning of the franchise in Korea.

Retail banking revenues increased 2%, due to the higher insurance fee revenues, partially offset by lower investment sales revenues and the repositioning of the franchise in Korea. Investment sales revenues decreased 2%, due to weaker investor sentiment reflecting overall market trends and strong prior year performance, particularly in the first half of 2013. Citi expects investment sales revenues will continue to reflect the overall capital markets environment in the region, including seasonal trends. Average retail deposits increased 1% (2% excluding Korea) and average retail loans increased 7% (9% excluding Korea).

Cards revenues decreased 1%, due to the impact of regulatory changes, particularly in Korea, Indonesia and Singapore, spread compression and customer deleveraging, largely offset by a 2% increase in average loans and a 5% increase (8% excluding Korea) in purchase sales driven by growth in China, India, Singapore and Hong Kong.

While repositioning in Korea continued to have a negative impact on year-over-year revenue comparisons in Asia GCB, revenues in Korea largely stabilized in the second half of 2014. Citi expects spread compression and regulatory changes in several markets across the region will continue to have a negative impact on Asia GCB revenues in 2015.

Expenses increased 9%, primarily due to higher repositioning charges in Korea, investment spending and volume-related growth, partially offset by higher efficiency savings.

Provisions decreased 17%, primarily due to higher loan loss reserve releases. Overall credit quality remained stable across the region during 2014.

2013 vs. 2012

Net income decreased 12%, primarily due to a higher effective tax rate and lower revenues, partially offset by lower expenses.

Revenues decreased 1%, as lower net interest revenue was partially offset by higher non-interest revenue. Net interest revenue declined 5%, primarily driven by spread compression and the repositioning of the franchise in Korea. Non-interest revenue increased 7%, mainly driven by growth in investment sales volume, despite a decrease in volumes in the second half of the year due to investor sentiment, reflecting overall market uncertainty. Retail banking revenues decreased 3%, primarily driven by spread compression and the impact of regulatory changes, partially offset by a 12% increase in investment sales revenues. Cards revenues increased 2%, as cards purchase sales increased 7% with growth across the region, partially offset by the continued impact of regulatory changes and customer deleveraging.

Expenses declined 3%, as lower repositioning charges and efficiency and repositioning savings were partially offset by increased investment spending, particularly in China cards.

Provisions increased 4%, reflecting a higher loan loss reserve build due to volume growth in China, Hong Kong, India and Singapore as well as regulatory requirements in Korea, partially offset by lower net credit losses.

INSTITUTIONAL CLIENTS GROUP


Institutional Clients Group (ICG) provides corporate, institutional, public sector and high-net-worth clients around the world with a full range of wholesale banking products and services, including fixed income and equity sales and trading, foreign exchange, prime brokerage, derivative services, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance and securities services. ICG transacts with clients in both cash instruments and derivatives, including fixed income, foreign currency, equity and commodity products.

ICG revenue is generated primarily from fees and spreads associated with these activities. ICG earns fee income for assisting clients in clearing transactions, providing brokerage and investment banking services and other such activities. Revenue generated from these activities is recorded in Commissions and fees and Investment banking. In addition, as a market maker, ICG facilitates transactions, including holding product inventory to meet client demand, and earns the differential between the price at which it buys and sells the products. These price differentials and the unrealized gains and losses on the inventory are recorded in Principal transactions. Interest income earned on inventory and loans held less interest paid to customers on deposits is recorded as Net interest revenue. Revenue is also generated from transaction processing and assets under custody and administration.

ICG’s international presence is supported by trading floors in approximately 80 countries and a proprietary network in over 95 countries and jurisdictions. At December 31, 2014, ICG had approximately $1.0 trillion of assets and $559 billion of deposits, while two of its businesses, securities services and issuer services, managed approximately $16.2 trillion of assets under custody compared to $14.3 trillion at the end of 2013.

As previously announced, Citi intends to exit certain businesses in ICG, including hedge fund services within Securities services, the prepaid cards business in Treasury and trade solutions, certain transfer agency operations and wealth management administration. These businesses, consisting of approximately $4 billion of assets and deposits as of December 31, 2014, contributed approximately $460 million of revenues, $600 million of operating expenses and a net loss of $80 million in 2014, with roughly half of the pre-tax loss primarily attributable to repositioning and other actions directly related to the exit plans. These businesses will be reported as part of Citi Holdings beginning in the first quarter of 2015. For additional information, see “Executive Summary” above.


2014 vs. 2013

Net income increased 1%, primarily driven by lower expenses and lower credit costs, largely offset by lower revenues. Excluding the impact of the net fraud loss in 2013 (see “Executive Summary” above), net income decreased 1%, primarily driven by the lower revenues and higher expenses, largely offset by the lower credit costs.

• Revenues decreased 1%, reflecting lower revenues in Markets and securities services (decrease of 8%), partially offset by higher revenues in Banking (increase of 7%, 5% excluding the gains/(losses) on hedges on accrual loans). Citi expects revenues in ICG, particularly in its Markets and securities services businesses, will likely continue to reflect the overall market environment.

Within Banking:

• Investment banking revenues increased 7%, reflecting a stronger overall market environment and improved wallet share with ICG’s target clients, partially offset by a modest decline in overall wallet share. The decline in overall wallet share was primarily driven by equity and debt underwriting and reflected market fragmentation. Advisory revenues increased 11%, reflecting the increased target client activity and an expansion of the overall M&A market. Equity underwriting revenues increased 18% largely in line with overall growth in market fees. Debt underwriting revenues were largely unchanged.

• Treasury and trade solutions revenues increased 1%, as continued higher deposit balances, fee growth and trade activity were partially offset by the impact of spread compression globally. End-of-period deposit balances were unchanged, but increased 3% excluding the impact of FX translation, largely driven by North America. Average trade loans decreased 9% (7% excluding the impact of FX translation), as the business maintained origination volumes while reducing lower spread assets and increasing asset sales to optimize returns (see “Balance Sheet Review” below).

• Corporate lending revenues increased 52%. Excluding the impact of gains/(losses) on hedges on accrual loans, revenues increased 15%, primarily due to continued growth in average loan balances and lower funding costs. (For information on Citi’s corporate credit exposure to the energy sector, see “Managing Global Risk—Credit Risk—Corporate Credit Details” below.)

• Private bank revenues increased 7% due to growth in client business volumes and improved spreads in banking, higher capital markets activity and an increase in assets under management in managed investments, partially offset by continued spread compression in lending.

Within Markets and securities services:

• Fixed income markets revenues decreased 11%, driven by a decrease in rates and currencies revenues, partially offset by increased securitized products and commodities revenues. Rates and currencies revenues declined due to historically muted levels of volatility, uncertainties around Russia and Greece and lower client activity in the first half of 2014. In addition, the first half of 2013 included a strong performance in rates and currencies, driven in part by the impact of quantitative easing globally. Municipals and credit markets revenues declined due to challenging trading conditions resulting from macroeconomic uncertainties, particularly in the fourth quarter of 2014. These declines were partially offset by increased securitized products and commodities revenues, largely in North America.

• Equity markets revenues decreased 1%, primarily reflecting weakness in EMEA, particularly cash equities, driven by volatility in Europe, largely offset by improved performance in prime finance due to increased customer flows.

• Securities services revenues increased 3% due to increased volumes, assets under custody and overall client activity.

Expenses decreased 1%, as efficiency savings, the absence of the net fraud loss in 2014 and lower performance-based compensation was partially offset by higher repositioning charges and legal and related expenses as well as increased regulatory and compliance costs. Excluding the impact of the net fraud loss, expenses increased 1%, as higher repositioning charges and legal and related expenses as well as increased regulatory and compliance costs were partially offset by efficiency savings and lower performance-based compensation.

Provisions decreased 27%, primarily reflecting an improvement in the provision for unfunded lending commitments in the corporate loan portfolio, partially offset by higher net credit losses and a lower loan loss reserve release driven by the overall economic environment. Net credit losses increased 52%, largely related to the Petróleos Mexicanos (Pemex) supplier program in the first quarter of 2014 (for additional information, see Citi’s Form 8-K filed with the SEC on February 28, 2014) as well as write-offs related to a specific counterparty. For information on certain legal and regulatory matters related to the Pemex supplier program, see Note 28 to the Consolidated Financial Statements.

Russia

Citi continues to monitor and manage its exposures in ICG resulting from the instability in Russia and Ukraine. As discussed above, the ongoing uncertainties created by the instability in the region have impacted markets in the region, including certain of Citi’s markets businesses, and could


25


continue to do so in the future. Any actions Citi may take to mitigate its exposures or risks, or the imposition of additional sanctions (such as asset freezes) involving Russia or against Russian entities, business sectors, individuals or otherwise, could negatively impact the results of operations of EMEA ICG. For additional information on Citi’s exposures in these countries, see “Managing Global Risk—Country and Cross-Border Risk” below.

2013 vs. 2012

Net income increased 3%, primarily driven by higher revenues and lower expenses and credit costs, partially offset by a higher effective tax rate.

• Revenues increased 2%, primarily reflecting higher revenues in Banking (increase of 4%, 1% excluding the gains/(losses) on hedges on accrual loans) and in Markets and securities services (increase of 1%).

Within Banking:

• Investment banking revenues increased 8%, reflecting gains in overall investment banking wallet share. Advisory revenues increased 19%, reflecting an improvement in wallet share, despite a contraction in the overall M&A market wallet. Equity underwriting revenues increased 45%, driven by improved wallet share and increased market activity, particularly initial public offerings. Debt underwriting revenues decreased 6%, primarily due to lower bond underwriting fees and a decline in wallet share during the year.

• Treasury and trade solutions revenues decreased 3%, as the ongoing impact of spread compression globally was partially offset by higher balances and fee growth. Average deposits increased 7% and average trade loans increased 22%, including the impact of the consolidation of approximately $7 billion of trade loans during the second quarter of 2013.

• Corporate lending revenues increased 40%. Excluding the impact of gains/(losses) on hedges on accrual loans, revenues decreased 4%, primarily due to increased hedge premium costs and moderately lower loan balances, partially offset by higher spreads.

• Private bank revenues increased 4%, with growth across all regions and products, particularly in managed investments, where growth reflected both higher client assets under management and increased placement fees, as well as in capital markets. Revenue growth in lending and deposits, primarily driven by growth in client volumes, was partially offset by continued spread compression.


Within Markets and securities services:

• Fixed income markets revenues decreased 7%, primarily reflecting industry-wide weakness in rates and currencies, partially offset by strong performance in credit-related and securitized products and commodities. Rates and currencies performance was lower compared to a strong 2012 that benefited from increased client revenues and a more liquid market environment, particularly in EMEA. 2013 results also reflected a general slowdown in client activity exacerbated by uncertainty around the tapering of  quantitative easing as well as geopolitical issues. Credit-related and securitized products results reflected increased client activity driven by improved market conditions and demand for spread products.

• Equity markets revenues increased 24%, primarily due to market share gains, continued improvement in cash and derivative trading performance and a more favorable market environment.

• Securities services revenues increased 3%, as settlement volumes increased 15% and assets under custody increased 8%, partially offset by spread compression related to deposits.

Expenses decreased 2%, primarily reflecting repositioning savings, the impact of lower performance-based compensation, lower repositioning charges and the impact of FX translation, partially offset by the net fraud loss in 2013 as well as higher legal and related costs and volume-related expenses. Excluding the impact of the net fraud loss, expenses decreased 4%, primarily reflecting repositioning savings, the impact of lower performance-based compensation, lower repositioning charges and the impact of FX translation, partially offset by higher legal and related costs and volume-related expenses.

Provisions decreased 72%, primarily reflecting higher loan loss reserve releases and lower net credit losses.



26


CORPORATE/OTHER

Corporate/Other includes certain unallocated costs of global staff functions (including finance, risk, human resources, legal and compliance), other corporate expenses and unallocated global operations and technology expenses, Corporate Treasury and discontinued operations. At December 31, 2014, Corporate/Other had $329 billion of assets, or 18% of Citigroup’s total assets, consisting primarily of Citi’s liquidity portfolio (approximately $80 billion of cash and cash equivalents and $197 billion of liquid investment securities). For additional information, see “Balance Sheet Review” and “Managing Global Risk—Market Risk—Funding and Liquidity” below.









In millions of dollars

2014

2013

2012

% Change
2014 vs. 2013

% Change
2013 vs. 2012


Net interest revenue

$

(222

)

$

(609

)

$

(576

)

64

%

(6

)%


Non-interest revenue

269




730




704




(63

)

4





Total revenues, net of interest expense

$

47




$

121




$

128




(61

)%

(5

)%


Total operating expenses

$

6,099




$

1,033




$

2,270




NM




(54

)%


Provisions for loan losses and for benefits and claims











(1

)



%

100





Loss from continuing operations before taxes

$

(6,052

)

$

(912

)

$

(2,141

)

NM




57

%


Benefits for income taxes

(459

)

(282

)

(1,093

)

(63

)%

74





Loss from continuing operations

$

(5,593

)

$

(630

)

$

(1,048

)

NM




40

%


Income (loss) from discontinued operations, net of taxes

(2

)

270




(58

)

NM




NM





Net loss before attribution of noncontrolling interests

$

(5,595

)

$

(360

)

$

(1,106

)

NM




67

%


Noncontrolling interests

44




84




85




(48

)%

(1

)


Net loss

$

(5,639

)

$

(444

)

$

(1,191

)

NM




63

%


NM Not meaningful






2014 vs. 2013

The net loss increased $5.2 billion to $5.6 billion, primarily due to higher legal and related expenses.

Revenues decreased 61%, primarily driven by lower revenues from sales of available-for-sale (AFS) securities as well as hedging activities.

Expenses increased $5.1 billion to $6.1 billion, largely driven by the higher legal and related expenses ($4.4 billion compared to $172 million in 2013) as well as increased regulatory and compliance costs and higher repositioning charges.
















2013 vs. 2012

The net loss decreased $747 million to $444 million, primarily due to lower expenses and the $189 million after-tax benefit from the sale of Credicard, partially offset by a lower tax benefit.

Revenues decreased $7 million, driven by lower revenue from sales of AFS securities in 2013, partially offset by higher revenues from debt repurchases and hedging gains.

Expenses decreased 54%, largely driven by lower legal and related costs and repositioning charges.
















27







CITI HOLDINGS

Citi Holdings contains businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp businesses. Consistent with this determination, as previously announced, beginning in the first quarter of 2015, Citi’s consumer operations in 11 markets, as well as the consumer finance business in Korea, and certain businesses in ICG, will be reported as part of Citi Holdings (see “Executive Summary,” “Global Consumer Banking” and "Institutional Clients Group” above).

As of December 31, 2014, Citi Holdings assets were approximately $98 billion, a decrease of 16% year-over-year and 5% from September 30, 2014. The decline in assets of $5 billion from September 30, 2014 primarily consisted of divestitures and run-off. As of December 31, 2014, consumer assets in Citi Holdings were approximately $87 billion, or approximately 89% of Citi Holdings assets. Of the consumer assets, approximately $59 billion, or 68%, consisted of North America mortgages (residential first mortgages and home equity loans), including consumer mortgages originated by Citi’s legacy CitiFinancial North America business (approximately $10 billion, or 17%, of the $59 billion as of December 31, 2014). As of December 31, 2014, Citi Holdings represented approximately 5% of Citi’s GAAP assets and 14% of its risk-weighted assets under Basel III (based on the Advanced Approaches for determining risk-weighted assets).









In millions of dollars, except as otherwise noted

2014

2013

2012

% Change
2014 vs. 2013

% Change
2013 vs. 2012


Net interest revenue

$

3,541




$

3,184




$

2,619




11

%

22

%


Non-interest revenue

2,274




1,382




(3,424

)

65




NM





Total revenues, net of interest expense

$

5,815




$

4,566




$

(805

)

27

%

NM





Provisions for credit losses and for benefits and claims
















Net credit losses

$

1,646




$

3,070




$

5,842




(46

)%

(47

)%


Credit reserve release

(893

)

(2,033

)

(1,551

)

56




(31

)


Provision for loan losses

$

753




$

1,037




$

4,291




(27

)%

(76

)%


Provision for benefits and claims

602




618




651




(3

)

(5

)


Release for unfunded lending commitments

(10

)

(10

)

(56

)






82





Total provisions for credit losses and for benefits and claims

$

1,345




$

1,645




$

4,886




(18

)%

(66

)%


Total operating expenses

$

7,715




$

5,970




$

5,263




29

%

13

%


Loss from continuing operations before taxes

$

(3,245

)

$

(3,049

)

$

(10,954

)

(6

)%

72

%


Income taxes (benefits)

121




(1,132

)

(4,389

)

NM




74





Loss from continuing operations

$

(3,366

)

$

(1,917

)

$

(6,565

)

(76

)%

71

%


Noncontrolling interests

$

4




$

16




$

3




(75

)%

NM





Citi Holdings net loss

$

(3,370

)

$

(1,933

)

$

(6,568

)

(74

)%

71

%


Total revenues, net of interest expense (excluding CVA/DVA)
















Total revenues-as reported

$

5,815




$

4,566




$

(805

)

27

%

NM





CVA/DVA(1)

(47

)

3




157




NM




(98

)%


Total revenues-excluding CVA/DVA

$

5,862




$

4,563




$

(962

)

28

%

NM





Balance sheet data (in billions of dollars)
















Average assets

$

109




$

135




$

194




(19

)%

(30

)%


Return on average assets

(3.09

)%

(1.43

)%

(3.39

)%










Efficiency ratio

133

%

131

%

(654

)%










Total EOP assets

$

98




$

117




$

156




(16

)

(25

)


Total EOP loans

73




93




116




(21

)

(20

)


Total EOP deposits

10




36




68




(72

)

(47

)







(1)

2014 includes the impact of a one-time pretax charge of $44 million related to the implementation of funding valuation adjustments (FVA) on derivatives in the third quarter of 2014. For additional information, see Note 25 to the Consolidated Financial Statements. FVA is included within CVA for presentation purposes.


NM Not meaningful





















28







The discussion of the results of operations for Citi Holdings below excludes the impact of CVA/DVA for all periods presented. Presentations of the results of operations, excluding the impact of CVA/DVA, are non-GAAP financial measures. Citi believes the presentation of Citi Holdings’ results excluding the impact of CVA/DVA is a more meaningful depiction of the underlying fundamentals of the business. For a reconciliation of these metrics to the reported results, see the table above.






2014 vs. 2013

The net loss increased by $1.4 billion to $3.3 billion, largely due to the impact of the mortgage settlement in July 2014 (see “Executive Summary” above), partially offset by higher revenues and lower cost of credit. Excluding the mortgage settlement, net income increased by $2.3 billion to $385 million, primarily due to lower expenses, higher revenues and lower net credit losses, partially offset by a lower net loan loss reserve release.

Revenues increased 28%, primarily driven by gains on asset sales, including the sales of the consumer operations in Greece and Spain in the third quarter of 2014, lower funding costs and the absence of residential mortgage repurchase reserve builds for representation and warranty claims in 2014, partially offset by losses on the redemption of debt associated with funding Citi Holdings assets.

Expenses increased 29%, principally reflecting higher legal and related costs ($4.7 billion compared to $2.6 billion in 2013) due to the mortgage settlement, partially offset by lower expenses driven by the ongoing decline in assets. Excluding the impact of the mortgage settlement, expenses declined 34%, primarily driven by lower legal and related costs ($986 million compared to $2.6 billion in 2013) as well as the ongoing decline in assets.

Provisions decreased 18%, driven by lower net credit losses, partially offset by a lower net loss reserve release. Excluding the impact of the mortgage settlement, provisions declined 22%, driven by a 46% decline in net credit losses primarily due to continued improvements in North America mortgages and overall lower asset levels. The net reserve release decreased 56% to $903 million, primarily due to lower releases related to the North America mortgage portfolio, partially offset by lower losses on asset sales. Excluding the impact of the mortgage settlement, the net reserve release decreased 53%. Loan loss reserves related to the North America mortgage portfolio were utilized to nearly fully offset net credit losses in the portfolio in 2014.




2013 vs. 2012

The net loss decreased by 71% to $1.9 billion. 2012 included the pretax loss of $4.7 billion ($2.9 billion after-tax) related to the sale of the Morgan Stanley Smith Barney joint venture (MSSB) to Morgan Stanley. Excluding the MSSB loss, the net loss decreased to $1.9 billion from a net loss of $3.8 billion in 2012, due to significantly lower provisions for credit losses and higher revenues, partially offset by higher expenses.

Revenues increased to $4.6 billion, primarily due to the absence of the MSSB loss. Excluding the MSSB loss, revenues increased 23%, primarily driven by lower funding costs and lower residential mortgage repurchase reserve builds for representation and warranty claims ($470 million, compared to $700 million in 2012).

Expenses increased 13%, primarily due to higher legal and related costs ($2.6 billion in 2013 compared to




$1.2 billion in 2012), driven largely by legacy private-label securitization and other mortgage-related issues, partially offset by lower overall assets. Excluding legal and related costs, expenses declined 18% versus 2012.

Provisions decreased 66%, driven by the absence of incremental net credit losses relating to the national mortgage settlement and those required by Office of the Comptroller of the Currency (OCC) guidance during 2012 (for additional information, see Note 16 to the Consolidated Financial Statements), as well as improved credit in North America mortgages and overall lower asset levels. Loan loss reserve releases increased 27% to $2 billion, which included a loan loss reserve release of approximately $2.2 billion related to the North America mortgage portfolio, partially offset by losses on asset sales.




Japan Consumer Finance

In 2008, Citi decided to exit its Japan Consumer Finance business and has liquidated approximately 95% of the portfolio since that time. As of December 31, 2014, Citi’s Japan Consumer Finance business had approximately $151 million in outstanding loans that currently charge or have previously charged interest rates in the “gray zone” (interest at rates that are legal but may not be enforceable and thus may subject Citi to customer refund claims), compared to approximately $278 million as of December 31, 2013. Although the portfolio has largely been liquidated, Citi could be subject to refund claims on previously outstanding loans that charged gray zone interest and thus could be subject to losses on loans in excess of these amounts.

At December 31, 2014, Citi’s reserves related to customer refunds in the Japan Consumer Finance business were $442 million, compared to $434 million at December 31, 2013. The increase in the total reserve year-over-year primarily resulted from net reserve builds in 2014 ($248 million compared to $28 million in 2013) due to less than expected declines in customer refund claims, partially offset by payments made to customers and a continuing reduction in the population of current and former customers who are eligible to make refund claims.

Citi continues to monitor and evaluate trends and developments relating to the charging of gray zone interest, including customer defaults, refund claims and litigation, and financial, legislative, regulatory, judicial and other political developments, as well as the potential impact to both currently and previously outstanding loans in this legacy business and its reserves related thereto. Citi could be subject to additional losses as a result of these developments and the impact on Citi is subject to uncertainty and continues to be difficult to predict.










29







BALANCE SHEET REVIEW

The following sets forth a general discussion of the changes in certain of the more significant line items of Citi’s Consolidated Balance Sheet. For a description of and additional information on each of these balance sheet categories, see Notes 11, 13, 14, 15 and 18 to the Consolidated Financial Statements. For additional information on Citigroup’s liquidity resources, including its deposits, short-term and long-term debt and secured financing transactions, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below.






In billions of dollars

Dec. 31, 2014

September 30,
2014

Dec. 31, 2013

EOP

4Q14 vs. 3Q14

Increase

(decrease)

%

Change

EOP

4Q14 vs. 4Q13

Increase

(decrease)

%

Change


Assets
















Cash and deposits with banks

$

160




$

179




$

199




$

(19

)

(11

)%

$

(39

)

(20

)%


Federal funds sold and securities borrowed or purchased under agreements to resell

243




245




257




(2

)

(1

)

(14

)

(5

)


Trading account assets

297




291




286




6




2




11




4





Investments

333




333




309














24




8





Loans, net of unearned income

645




654




665




(9

)

(1

)

(20

)

(3

)


Allowance for loan losses

(16

)

(17

)

(19

)

1




(6

)

3




(16

)


Loans, net

629




637




646




(8

)

(1

)

(17

)

(3

)


Other assets

181




198




183




(17

)

(9

)

(2

)

(1

)


Total assets

$

1,843




$

1,883




$

1,880




$

(40

)

(2

)%

$

(37

)

(2

)%


Liabilities
















Deposits

$

899




$

943




$

968




$

(44

)

(5

)%

$

(69

)

(7

)%


Federal funds purchased and securities loaned or sold under agreements to repurchase

173




176




204




(3

)

(2

)

(31

)

(15

)


Trading account liabilities

139




137




109




2




1




30




28





Short-term borrowings

58




65




59




(7

)

(11

)

(1

)

(2

)


Long-term debt

223




224




221




(1

)






2




1





Other liabilities

139




124




113




15




12




26




23





Total liabilities

$

1,631




$

1,669




$

1,674




$

(38

)

(2

)%

$

(43

)

(3

)%


Total equity

212




214




206




(2

)

(1

)

6




3





Total liabilities and equity

$

1,843




$

1,883




$

1,880




$

(40

)

(2

)%

$

(37

)

(2

)%




ASSETS




Cash and Deposits with Banks

Cash and deposits with banks decreased from the prior-year period as Citi continued to grow its investment portfolio to manage its interest rate position and deploy its excess liquidity. Average cash balances were $182 billion in the fourth quarter of 2014 compared to $204 billion in the fourth quarter of 2013.




Federal Funds Sold and Securities Borrowed or Purchased Under Agreements to Resell (Reverse Repos)

The decline in reverse repos and securities borrowing transactions from the prior-year period was due to the impact of FX translation and continued optimization of Citi’s secured lending (for additional information, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk”




below), partially offset by increased short trading in the Markets and securities services businesses within ICG.




Trading Account Assets

Trading account assets increased from the prior-year period, as increased market volatility, particularly in rates and currencies within Markets and securities services within ICG, increased the carrying value of Citi’s derivatives positions. Average trading account assets were $309 billion in the fourth quarter of 2014 compared to $292 billion in the fourth quarter of 2013.




Investments

The increase in investments year-over-year reflected Citi’s continued deployment of its excess cash (as discussed above) by investing in available-for-sale securities, particularly in U.S. treasuries.




30









Loans

The impact of FX translation on Citi’s reported loans was a negative $17 billion versus the prior-year period and negative $10 billion sequentially.

Excluding the impact of FX translation, Citi’s loans decreased 1% from the prior-year period, as 3% loan growth in Citicorp was offset by the continued declines in Citi Holdings. Consumer loans grew 2% year-over-year, driven by 4% growth internationally. Corporate loans grew 4% year-over-year. Traditional corporate lending balances grew 4%, with growth in North America driven by higher client transaction activity. Treasury and trade solutions loans decreased 8%, as Citi maintained trade origination volumes while reducing lower spread assets and increasing asset sales to optimize returns. Private bank and markets loans increased 16%, led by growth in the North America private bank, contributing to the revenue growth in that business. Citi Holdings loans decreased 21% year-over-year, mainly due to continued runoff and asset sales in the North America mortgage portfolio as well as the sales of the Greece and Spain consumer operations in the third quarter of 2014.

Sequentially, loans were relatively unchanged, excluding the impact of FX translation, as the decline in Citi Holdings loans was offset by continued growth in Citicorp, driven by consumer loans.

During the fourth quarter of 2014, average loans of $651 billion yielded an average rate of 6.7%, compared to $659 billion and 6.7% in the third quarter of 2014 and $659 billion and 7.0% in the fourth quarter of 2013.

For further information on Citi’s loan portfolios, see “Managing Global Risk—Credit Risk” and “— Country Risk” below.




Other Assets

The fluctuations in other assets during the periods presented were largely changes in brokerage receivables driven by normal business activities.










LIABILITIES




Deposits

For a discussion of Citi’s deposits, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below.




Federal Funds Purchased and Securities Loaned or Sold Under Agreements to Repurchase (Repos)

Citi’s federal funds purchased were not significant for the periods presented. The decrease in repos and securities lending transactions was due to the impact of FX translation and the continued optimization of secured funding.

For further information on Citi’s secured financing transactions, see “Managing Global Risk—Market Risk—Funding and Liquidity” below.




Trading Account Liabilities

The increase in trading account liabilities from the prior-year period was consistent with and driven by the increase in trading account assets, as discussed above. Average trading account liabilities were $147 billion during the fourth quarter of 2014, compared to $112 billion in the fourth quarter of 2013.




Debt

For information on Citi’s long-term and short-term debt borrowings, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below.




Other Liabilities

The increase in other liabilities from the prior-year period was driven by the reclassification to held-for-sale of approximately $21 billion of deposits as a result of Citi’s entry into an agreement in December 2014 to sell its Japan retail banking business, as well as changes in the levels of brokerage payables driven by normal business activities.










31







Segment Balance Sheet(1)






In millions of dollars

Global

Consumer

Banking

Institutional

Clients

Group

Corporate/Other

and

Consolidating

Eliminations(2)

Subtotal

Citicorp

Citi

Holdings

Citigroup

Parent

Company-

Issued

Long-Term

Debt and

Stockholders’

Equity(3)

Total

Citigroup

Consolidated


Assets
















Cash and deposits with banks

$

17,192




$

62,245




$

79,701




$

159,138




$

1,059




$






$

160,197





Federal funds sold and securities borrowed or purchased under agreements to resell

5,317




236,211









241,528




1,042









242,570





Trading account assets

7,328




284,922




754




293,004




3,782









296,786





Investments

26,395




90,434




205,805




322,634




10,809









333,443





Loans, net of unearned income and

















allowance for loan losses

287,934




272,002









559,936




68,705









628,641





Other assets

51,885




74,259




42,284




168,428




12,465









180,893





Total assets

$

396,051




$

1,020,073




$

328,544




$

1,744,668




$

97,862




$






$

1,842,530





Liabilities and equity
















Total deposits (4)

$

307,626




$

558,926




$

22,803




$

889,355




$

9,977




$






$

899,332





Federal funds purchased and securities loaned or sold under agreements to repurchase

5,826




167,500









173,326




112









173,438





Trading account liabilities

19




138,195









138,214




822









139,036





Short-term borrowings

396




46,664




11,229




58,289




46









58,335





Long-term debt

1,939




35,411




29,349




66,699




6,869




149,512




223,080





Other liabilities

39,210




74,353




15,181




128,744




8,520









137,264





Net inter-segment funding (lending)

41,035




(976

)

248,471




288,530




71,516




(360,046

)







Total liabilities

$

396,051




$

1,020,073




$

327,033




$

1,743,157




$

97,862




$

(210,534

)

$

1,630,485





Total equity











1,511




1,511









210,534




212,045





Total liabilities and equity

$

396,051




$

1,020,073




$

328,544




$

1,744,668




$

97,862




$






$

1,842,530










(1)

The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment as of December 31, 2014. The respective segment information depicts the assets and liabilities managed by each segment as of such date. While this presentation is not defined by GAAP, Citi believes that these non-GAAP financial measures enhance investors’ understanding of the balance sheet components managed by the underlying business segments, as well as the beneficial inter-relationships of the asset and liability dynamics of the balance sheet components among Citi’s business segments.




(2)

Consolidating eliminations for total Citigroup and Citigroup parent company assets and liabilities are recorded within the Corporate/Other segment.




(3)

The total stockholders’ equity and the majority of long-term debt of Citigroup reside in the Citigroup parent company Consolidated Balance Sheet. Citigroup allocates stockholders’ equity and long-term debt to its businesses through inter-segment allocations as shown above.




(4)

Reflects reclassification of approximately $21 billion of deposits to held-for-sale (Other liabilities) at December 31, 2014 as a result of the agreement to sell Citi’s retail banking business in Japan.










32









OFF BALANCE SHEET ARRANGEMENTS




Citigroup enters into various types of off balance sheet arrangements in the ordinary course of business. Citi’s involvement in these arrangements can take many different forms, including without limitation:








purchasing or retaining residual and other interests in unconsolidated special purpose entities, such as credit card receivables and mortgage-backed and other asset-backed securitization entities;






holding senior and subordinated debt, interests in limited and general partnerships and equity interests in other unconsolidated special purpose entities;






providing guarantees, indemnifications, loan commitments, letters of credit and representations and warranties; and






entering into operating leases for property and equipment.





Citi enters into these arrangements for a variety of business purposes. For example, securitization arrangements offer investors access to specific cash flows and risks created through the securitization process. Securitization arrangements also assist Citi and Citi’s customers in monetizing their financial assets and securing financing at more favorable rates than Citi or the customers could otherwise obtain.

The table below shows where a discussion of Citi’s various off balance sheet arrangements may be found in this Form 10-K. In addition, see Notes 1, 22 and 27 to the Consolidated Financial Statements.

Types of Off Balance Sheet Arrangements Disclosures in this Form 10-K






Variable interests and other obligations, including contingent obligations, arising from variable interests in nonconsolidated VIEs

See Note 22 to the Consolidated Financial Statements.


Letters of credit, and lending and other commitments

See Note 27 to the Consolidated Financial Statements.


Guarantees

See Note 27 to the Consolidated Financial Statements.


Leases

See Note 27 to the Consolidated Financial Statements.





33







CONTRACTUAL OBLIGATIONS




The following table includes information on Citigroup’s contractual obligations, as specified and aggregated pursuant to SEC requirements.








Contractual obligations by year




In millions of dollars

2015

2016

2017

2018

2019

Thereafter

Total


Long-term debt obligations—principal (1)

$

31,070




$

42,128




$

40,249




$

22,017




$

22,117




$

65,499




$

223,080





Long-term debt obligations—interest payments (2)

6,932




5,710




4,334




3,294




2,557




33,895




56,722





Operating and capital lease obligations

1,415




1,192




964




771




679




4,994




10,015





Purchase obligations(3)

1,245




676




657




408




188




223




3,397





Other liabilities (4)

31,120




693




955




264




213




4,282




37,527





Total

$

71,782




$

50,399




$

47,159




$

26,754




$

25,754




$

108,893




$

330,741










(1)

For additional information about long-term debt obligations, see “Managing Global Risk—Market Risk—Funding and Liquidity” below and Note 18 to the Consolidated Financial Statements.




(2)

Contractual obligations related to interest payments on long-term debt for 2015—2019 are calculated by applying the December 31, 2014 weighted- average interest rate (3.34%) on average outstanding long-term debt to the average remaining contractual obligations on long-term debt for each of those years. The “Thereafter” interest payments on long-term debt for the remaining years to maturity (for 2020—2098) are calculated by applying interest rates on the remaining contractual obligations on long-term debt for each of those years.




(3)

Purchase obligations consist of obligations to purchase goods or services that are enforceable and legally binding on Citi. For presentation purposes, purchase obligations are included in the table above through the termination date of the respective agreements, even if the contract is renewable. Many of the purchase agreements for goods or services include clauses that would allow Citi to cancel the agreement with specified notice; however, that impact is not included in the table above (unless Citi has already notified the counterparty of its intention to terminate the agreement).




(4)

Other liabilities reflected on Citigroup’s Consolidated Balance Sheet includes accounts payable, accrued expenses, uncertain tax positions and other liabilities that have been incurred and will ultimately be paid in cash; legal reserve accruals are not included in the table above. Also includes discretionary contributions in 2015 for Citi’s non-U.S. pension plans and the non-U.S. postretirement plans, as well as employee benefit obligations accounted for under SFAS 87 (ASC 715), SFAS 106 (ASC 715) and SFAS 112 (ASC 712).




34







CAPITAL RESOURCES






Overview

Capital is used principally to support assets in Citi’s businesses and to absorb credit, market and operational losses. Citi primarily generates capital through earnings from its operating businesses. Citi may augment its capital through issuances of common stock, noncumulative perpetual preferred stock and equity issued through awards under employee benefit plans, among other issuances. During 2014, Citi continued to raise capital through noncumulative perpetual preferred stock issuances amounting to approximately $3.7 billion, resulting in a total of approximately $10.5 billion outstanding as of December 31, 2014.

Further, Citi’s capital levels may also be affected by changes in regulatory and accounting standards as well as the impact of future events on Citi’s business results, such as corporate and asset dispositions.




Capital Management

Citigroup’s capital management framework is designed to ensure that Citigroup and its principal subsidiaries maintain sufficient capital consistent with each entity’s respective risk profile and all applicable regulatory standards and guidelines. Citi assesses its capital adequacy against a series of internal quantitative capital goals, designed to evaluate the Company’s capital levels in expected and stressed economic environments. Underlying these internal quantitative capital goals are strategic capital considerations, centered on preserving and building financial strength. Senior management, with oversight from Citigroup’s Board of Directors, is responsible for the capital assessment and planning process, which is integrated into Citi’s capital plan. Implementation of the capital plan is carried out mainly through Citigroup’s Asset and Liability Committee, with oversight from the Risk Management Committee of Citigroup’s Board of Directors. Asset and liability committees are also established globally and for each significant legal entity, region, country and/or major line of business.







Current Regulatory Capital Standards




Overview

Citi is subject to regulatory capital standards issued by the Federal Reserve Board which, commencing with 2014, constitute the substantial adoption of the final U.S. Basel III rules (Final Basel III Rules), such as those governing the composition of regulatory capital (including the application of regulatory capital adjustments and deductions) and, initially for the second quarter of 2014 in conjunction with the granting of permission by the Federal Reserve Board to exit parallel reporting, approval to apply the Basel III Advanced Approaches framework in deriving risk-based capital ratios. Further, the Final Basel III Rules implement the “capital floor provision” of the so-called “Collins Amendment” of the Dodd-Frank Act, which requires Advanced Approaches banking organizations, such as Citi and Citibank, N.A., upon exiting parallel reporting, to calculate each of the three risk-based capital ratios (Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital) under both the Standardized Approach starting on January 1, 2015 (or, for 2014, prior to the effective date of the Standardized Approach, the Basel I credit risk and Basel II.5 market risk capital rules, subsequently referred to in this section as the Basel III 2014 Standardized Approach) and the Advanced Approaches and publicly report (as well as measure compliance against) the lower of each of the resulting capital ratios.

Under the Final Basel III Rules, Citi, as with principally all U.S. banking organizations, is also required to maintain a minimum Tier 1 Leverage ratio of 4% commencing in 2014. The Tier 1 Leverage ratio, a non-risk-based measure of capital adequacy, is defined as Tier 1 Capital as a percentage of quarterly adjusted average total assets less amounts deducted from Tier 1 Capital.




Basel III Transition Arrangements

The Final Basel III Rules contain several differing, largely multi-year transition provisions (i.e., “phase-ins” and “phase-outs”) with respect to the stated minimum Common Equity Tier 1 Capital and Tier 1 Capital ratio requirements, substantially all regulatory capital adjustments and deductions, non-qualifying Tier 1 and Tier 2 Capital instruments (such as non-grandfathered trust preferred securities and certain subordinated debt issuances), and the capital buffers. All of these transition provisions, with the exception of the phase-out of non-qualifying trust preferred securities from Tier 2 Capital, will be fully implemented by January 1, 2019 (full implementation).




35









The following chart sets forth the transitional progression to full implementation by January 1, 2019 of the regulatory capital components (i.e., inclusive of the mandatory 2.5% Capital Conservation Buffer and at least a 2% global systemically important bank holding company (GSIB) surcharge, but exclusive of the potential imposition of an additional Countercyclical Capital Buffer) comprising the effective minimum risk-based capital ratios.





































Basel III Transition Arrangements: Minimum Risk-Based Capital Ratios















(1) The Final Basel III Rules do not address GSIBs. The transitional progression reflected in the chart above is consistent with the phase-in arrangement under the Basel Committee on Banking Supervision’s (Basel Committee) GSIB rules, which would subject Citi to at least a 2% GSIB surcharge. In December 2014, however, the Federal Reserve Board issued a notice of proposed rulemaking which would impose risk-based capital surcharges upon U.S. bank holding companies that are identified as GSIBs, including Citi. As of December 31, 2014, Citi estimates its GSIB surcharge under the Federal Reserve Board’s proposal would be 4%, compared to at least 2% under the Basel Committee requirements. For additional information regarding the Federal Reserve Board’s proposed rule, see “Regulatory Capital Standards Developments” below.
















































36










The following chart presents the transition arrangements (phase-in and phase-out) under the Final Basel III Rules for significant regulatory capital adjustments and deductions relative to Citi.









Basel III Transition Arrangements: Significant Regulatory Capital Adjustments and Deductions









January 1




2014

2015

2016

2017

2018


Phase-in of Significant Regulatory Capital Adjustments and Deductions

























Common Equity Tier 1 Capital(1)

20

%

40

%

60

%

80

%

100

%















Common Equity Tier 1 Capital(2)

20

%

40

%

60

%

80

%

100

%


Additional Tier 1 Capital(2)(3)

80

%

60

%

40

%

20

%

0

%




100

%

100

%

100

%

100

%

100

%















Phase-out of Significant AOCI Regulatory Capital Adjustments

























Common Equity Tier 1 Capital(4)

80

%

60

%

40

%

20

%

0

%




(1)

Includes the phase-in of Common Equity Tier 1 Capital deductions for all intangible assets other than goodwill and mortgage servicing rights (MSRs); and excess over 10%/15% limitations for deferred tax assets (DTAs) arising from temporary differences, significant common stock investments in unconsolidated financial institutions and MSRs. Goodwill (including goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions) is fully deducted in arriving at Common Equity Tier 1 Capital commencing January 1, 2014. The amount of other intangible assets, aside from MSRs, not deducted in arriving at Common Equity Tier 1 Capital are risk-weighted at 100%, as are the excess over the 10%/15% limitations for DTAs arising from temporary differences, significant common stock investments in unconsolidated financial institutions and MSRs prior to full implementation of the Final Basel III Rules. Upon full implementation, the amount of temporary difference DTAs, significant common stock investments in unconsolidated financial institutions and MSRs not deducted in arriving at Common Equity Tier 1 Capital are risk-weighted at 250%.




(2)

Includes the phase-in of Common Equity Tier 1 Capital deductions related to DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards and defined benefit pension plan net assets; and the phase-in of the Common Equity Tier 1 Capital adjustment for cumulative unrealized net gains (losses) related to changes in fair value of financial liabilities attributable to Citi’s own creditworthiness.




(3)

To the extent Additional Tier 1 Capital is not sufficient to absorb regulatory capital adjustments and deductions, such excess is to be applied against Common Equity Tier 1 Capital.




(4)

Includes the phase-out from Common Equity Tier 1 Capital of adjustments related to unrealized gains (losses) on available-for-sale (AFS) debt securities; unrealized gains on AFS equity securities; unrealized gains (losses) on held-to-maturity (HTM) securities included in AOCI; and defined benefit plans liability adjustment.




Citigroup’s Capital Resources Under Current Regulatory Standards

During 2014, Citi was required to maintain stated minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios of 4%, 5.5% and 8%, respectively. Furthermore, to be “well capitalized” under current federal bank regulatory agency definitions, a bank holding company must have a Tier 1 Capital ratio of at least 6%, a Total Capital ratio of at least 10%, and not be subject to a Federal Reserve Board directive to maintain higher capital levels.

The following table sets forth the capital tiers, risk-weighted assets, quarterly adjusted average total assets and capital ratios under current regulatory standards (reflecting Basel III Transition Arrangements) for Citi as of December 31, 2014 and December 31, 2013.






































































37










Citigroup Capital Components and Ratios Under Current Regulatory Standards (Basel III Transition Arrangements)








December 31, 2014



December 31, 2013(1)


In millions of dollars, except ratios

Advanced Approaches

Standardized Approach(2)



Advanced Approaches

Standardized Approach(2)


Common Equity Tier 1 Capital

$

166,984




$

166,984






$

157,473




$

157,473





Tier 1 Capital

166,984




166,984






157,473




157,473





Total Capital (Tier 1 Capital + Tier 2 Capital) (3)

185,280




196,379






176,748




187,374





Risk-Weighted Assets

1,275,012




1,080,716






1,177,736




1,103,045





Quarterly Adjusted Average Total Assets (4)

1,849,297




1,849,297






1,830,896




1,830,896





Common Equity Tier 1 Capital ratio (5)

13.10

%

15.45

%



13.37

%

14.28

%


Tier 1 Capital ratio (5)

13.10




15.45






13.37




14.28





Total Capital ratio (5)

14.53




18.17






15.01




16.99





Tier 1 Leverage ratio

9.03




9.03






8.60




8.60










(1)

Pro forma presentation based on application of the Final Basel III Rules consistent with current period presentation.




(2)

Basel III 2014 Standardized Approach which reflects the application of the Basel I credit risk and Basel II.5 market risk capital rules.




(3)

Under the Advanced Approaches framework eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent the excess reserves do not exceed 0.6% of credit risk-weighted assets, which differs from the Standardized Approach in which the allowance for credit losses is includable in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets.




(4)

Tier 1 Leverage ratio denominator.




(5)

As of December 31, 2014 and December 31, 2013, Citi’s reportable Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework.




As indicated in the table above, Citigroup’s capital ratios at December 31, 2014 were in excess of the stated minimum requirements under the Final Basel III Rules. In addition, Citi was also “well capitalized” under current federal bank regulatory agency definitions as of December 31, 2014 and December 31, 2013.




38







Components of Citigroup Capital Under Current Regulatory Standards

(Basel III Advanced Approaches with Transition Arrangements)






In millions of dollars

December 31,
2014

December 31,

2013(1)


Common Equity Tier 1 Capital






Citigroup common stockholders’ equity(2)

$

200,190




$

197,694





Add: Qualifying noncontrolling interests

539




597





Regulatory Capital Adjustments and Deductions:






Less: Net unrealized gains (losses) on securities AFS, net of tax(3)(4)

46




(1,312)





Less: Defined benefit plans liability adjustment, net of tax(4)

(4,127)




(3,191)





Less: Accumulated net unrealized losses on cash flow hedges, net of tax(5)

(909)




(1,245)





Less: Cumulative unrealized net gain related to changes in fair value of financial liabilities

attributable to own creditworthiness, net of tax (4)(6)

56




35





Less: Intangible assets:






Goodwill, net of related deferred tax liabilities (DTLs) (7)

22,805




24,518





Identifiable intangible assets other than mortgage servicing rights (MSRs), net of related

DTLs(4)

875




990





Less: Defined benefit pension plan net assets(4)

187




225





Less: Deferred tax assets (DTAs) arising from net operating loss, foreign tax credit and general

business credit carry-forwards (4)(8)

4,726




5,288





Less: Excess over 10%/15% limitations for other DTAs, certain common stock investments,

and MSRs (4)(8)(9)

2,003




2,343





Less: Deductions applied to Common Equity Tier 1 Capital due to insufficient amount of Additional
Tier 1 Capital to cover deductions(4)

8,083




13,167





Total Common Equity Tier 1 Capital

$

166,984




$

157,473





Additional Tier 1 Capital






Qualifying perpetual preferred stock (2)

$

10,344




$

6,645





Qualifying trust preferred securities (10)

1,719




2,616





Qualifying noncontrolling interests

7




8





Regulatory Capital Adjustment and Deductions:






Less: Cumulative unrealized net gain related to changes in fair value of financial liabilities

attributable to own creditworthiness, net of tax (4)(6)

223




142





Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(11)

279




243





Less: Defined benefit pension plan net assets(4)

749




900





Less: DTAs arising from net operating loss, foreign tax credit and general

business credit carry-forwards (4)(8)

18,902




21,151





Less: Deductions applied to Common Equity Tier 1 Capital due to insufficient amount of Additional

Tier 1 Capital to cover deductions(4)

(8,083)




(13,167)





Total Additional Tier 1 Capital

$






$







Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)

$

166,984




$

157,473





Tier 2 Capital






Qualifying subordinated debt(12)

$

17,386




$

16,594





Qualifying trust preferred securities(10)






1,242





Qualifying noncontrolling interests

12




13





Excess of eligible credit reserves over expected credit losses(13)

1,177




1,669





Regulatory Capital Deduction:






Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(11)

279




243





Total Tier 2 Capital

$

18,296




$

19,275





Total Capital (Tier 1 Capital + Tier 2 Capital)

$

185,280




$

176,748



















39







Citigroup Risk-Weighted Assets (Basel III Advanced Approaches with Transition Arrangements)






In millions of dollars

December 31,
2014

December 31,

2013(14)


Credit Risk (15)

$

862,031




$

834,082





Market Risk

100,481




112,154





Operational Risk (16)

312,500




231,500





Total Risk-Weighted Assets

$

1,275,012




$

1,177,736










(1)

Pro forma presentation of regulatory capital components and tiers based on application of the Final Basel III Rules consistent with current period presentation.




(2)

Issuance costs of $124 million and $93 million related to preferred stock outstanding at December 31, 2014 and December 31, 2013, respectively, are excluded from common stockholders’ equity and netted against preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.




(3)

In addition, includes the net amount of unamortized loss on held-to-maturity (HTM) securities. This amount relates to securities that were previously transferred from AFS to HTM, and non-credit related factors such as changes in interest rates and liquidity spreads for HTM securities with other-than-temporary impairment.




(4)

The transition arrangements for significant regulatory capital adjustments and deductions impacting Common Equity Tier 1 Capital and/or Additional Tier 1 Capital are set forth above in the table entitled “Basel III Transition Arrangements: Significant Regulatory Capital Adjustments and Deductions.”




(5)

Common Equity Tier 1 Capital is adjusted for accumulated net unrealized gains (losses) on cash flow hedges included in AOCI that relate to the hedging of items not recognized at fair value on the balance sheet.




(6)

The cumulative impact of changes in Citigroup’s own creditworthiness in valuing liabilities for which the fair value option has been elected and own-credit valuation adjustments on derivatives are excluded from Common Equity Tier 1 Capital, in accordance with the Final Basel III Rules.




(7)

Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.




(8)

Of Citi’s approximately $49.5 billion of net DTAs at December 31, 2014, approximately $25.5 billion of such assets were includable in regulatory capital pursuant to the Final Basel III Rules, while approximately $24.0 billion of such assets were excluded in arriving at regulatory capital. Comprising the excluded net DTAs was an aggregate of approximately $25.6 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards as well as temporary differences, of which $14.4 billion were deducted from Common Equity Tier 1 Capital and $11.2 billion were deducted from Additional Tier 1 Capital. In addition, approximately $1.6 billion of net DTLs, primarily consisting of DTLs associated with goodwill and certain other intangible assets, partially offset by DTAs related to cash flow hedges, are permitted to be excluded prior to deriving the amount of net DTAs subject to deduction under these rules. Separately, under the Final Basel III Rules, goodwill and these other intangible assets are deducted net of associated DTLs in arriving at Common Equity Tier 1 Capital, while Citi’s current cash flow hedges and the related deferred tax effects are not required to be reflected in regulatory capital.




(9)

Aside from MSRs, reflects DTAs arising from temporary differences and significant common stock investments in unconsolidated financial institutions.




(10)

Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the Final Basel III Rules, as well as 50% of non-grandfathered trust preferred securities. The remaining 50% of non-grandfathered trust preferred securities are eligible for inclusion in Tier 2 Capital during 2014 in accordance with the transition arrangements for non-qualifying capital instruments under the Final Basel III Rules.




(11)

50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.




(12)

Under the transition arrangements of the Final Basel III Rules, non-qualifying subordinated debt issuances which consist of those with a fixed-to-floating rate step-up feature where the call/step-up date has not passed are eligible for 50% inclusion in Tier 2 Capital during 2014, with the threshold based upon the aggregate outstanding principal amounts of such issuances as of January 1, 2014.




(13)

Advanced Approaches banking organizations are permitted to include in Tier 2 Capital eligible credit reserves that exceed expected credit losses to the extent that the excess reserves do not exceed 0.6% of credit risk-weighted assets.




(14)

Risk-weighted assets at December 31, 2013 are presented on a pro forma basis, assuming the application of the Final Basel III Rules consistent with current period presentation, including the resultant impact on credit risk-weighted assets.




(15)

Under the Final Basel III Rules, credit risk-weighted assets during the transition period reflect the effects of transitional arrangements related to regulatory capital adjustments and deductions and, as a result, will differ from credit risk-weighted assets derived under full implementation of the rules.




(16)

During 2014, Citi’s operational risk-weighted assets were increased by $81 billion, of which $56 billion was in conjunction with the granting of permission by the Federal Reserve Board to exit the parallel run period and commence applying the Basel III Advanced Approaches framework, effective with the second quarter of 2014. Further, an additional $25 billion was recognized during the last six months of 2014, reflecting an evaluation of ongoing events in the banking industry.










40







Citigroup Capital Rollforward Under Current Regulatory Standards

(Basel III Advanced Approaches with Transition Arrangements)






In millions of dollars

Three Months Ended
December 31, 2014

Twelve Months Ended
December 31, 2014


Common Equity Tier 1 Capital






Balance, beginning of period(1)

$

166,425




$

157,473





Net income

350




7,313





Dividends declared

(190

)

(633

)


Net increase in treasury stock

(380

)

(1,232

)


Net increase in additional paid-in capital(2)

229




778





Net increase in foreign currency translation adjustment net of hedges, net of tax

(2,716

)

(4,946

)


Net decrease in unrealized losses on securities AFS, net of tax(3)

94




339





Net increase in defined benefit plans liability adjustment, net of tax(3)

(213

)

(234

)


Net increase in cumulative unrealized net gain related to changes in fair value of

financial liabilities attributable to own creditworthiness, net of tax

(17

)

(21

)


Net decrease in goodwill, net of related deferred tax liabilities (DTLs)

873




1,713





Net change in other intangible assets other than mortgage servicing rights (MSRs),

net of related DTLs

(14

)

115





Net decrease in defined benefit pension plan net assets

49




38





Net decrease in deferred tax assets (DTAs) arising from net operating loss, foreign

tax credit and general business credit carry-forwards

205




562





Net change in excess over 10%/15% limitations for other DTAs, certain common stock

investments and MSRs

(88

)

340





Net decrease in regulatory capital deduction applied to Common Equity Tier 1 Capital

due to insufficient Additional Tier 1 Capital to cover deductions

2,402




5,084





Other

(25

)

295





Net increase in Common Equity Tier 1 Capital

$

559




$

9,511





Common Equity Tier 1 Capital Balance, end of period

$

166,984




$

166,984





Additional Tier 1 Capital






Balance, beginning of period(1)

$






$







Net increase in qualifying perpetual preferred stock(4)

1,493




3,699





Net decrease in qualifying trust preferred securities

(7

)

(897

)


Net increase in cumulative unrealized net gain related to changes in fair value of

financial liabilities attributable to own creditworthiness, net of tax

(69

)

(81

)


Net decrease in defined benefit pension plan net assets

194




151





Net decrease in DTAs arising from net operating loss, foreign tax credit and general

business credit carry-forwards

822




2,249





Net decrease in regulatory capital deduction applied to Common Equity Tier 1 Capital

due to insufficient Additional Tier 1 Capital to cover deductions

(2,402

)

(5,084

)


Other

(31

)

(37

)


Net change in Additional Tier 1 Capital

$






$







Tier 1 Capital Balance, end of period

$

166,984




$

166,984





Tier 2 Capital






Balance, beginning of period(1)

$

18,382




$

19,275





Net increase in qualifying subordinated debt

401




792





Net decrease in qualifying trust preferred securities






(1,242

)


Net decrease in excess of eligible credit reserves over expected credit losses

(456

)

(492

)


Other

(31

)

(37

)


Net decrease in Tier 2 Capital

$

(86

)

$

(979

)


Tier 2 Capital Balance, end of period

$

18,296




$

18,296





Total Capital (Tier 1 Capital + Tier 2 Capital)

$

185,280




$

185,280













41









(1)

Pro forma presentation based on application of the Final Basel III Rules consistent with current period presentation.




(2)

Primarily represents an increase in additional paid-in capital related to employee benefit plans.




(3)

Presented net of impact of transition arrangements related to unrealized losses on securities AFS and defined benefit plans liability adjustment under the Final Basel III Rules.




(4)

Citi issued approximately $3.7 billion and approximately $1.5 billion of qualifying perpetual preferred stock during the twelve months and three months ended December 31, 2014, respectively, which were partially offset by the netting of issuance costs of $31 million and $7 million during those periods.





Citigroup Risk-Weighted Assets Rollforward (Basel III Advanced Approaches with Transition Arrangements)






In millions of dollars

Three Months Ended
December 31, 2014

Twelve Months Ended
December 31, 2014(1)


Total Risk-Weighted Assets, beginning of period

$

1,282,986




$

1,103,045





Impact of adoption of Basel III Advanced Approaches(2)






74,691





Changes in Credit Risk-Weighted Assets






Net change in retail exposures(3)

5,222




(29,820

)


Net change in wholesale exposures(4)

(9,316

)

31,698





Net change in repo-style transactions

(444

)

4,483





Net change in securitization exposures

(166

)

2,470





Net decrease in equity exposures

(893

)

(1,605

)


Net change in over-the-counter (OTC) derivatives(5)

(10,158

)

9,148





Net increase in derivatives CVA

1,834




4,544





Net change in other (6)

(5,004

)

5,706





Net change in supervisory 6% multiplier (7)

(1,245

)

1,325





Net change in Credit Risk-Weighted Assets

$

(20,170

)

$

27,949












Changes in Market Risk-Weighted Assets






Net change in risk levels(8)

$

650




$

(17,803

)


Net change due to model and methodology updates

(954

)

6,130





Net decrease in Market Risk-Weighted Assets

$

(304

)

$

(11,673

)


Net increase in Operational Risk-Weighted Assets (9)

$

12,500




$

81,000





Total Risk-Weighted Assets, end of period

$

1,275,012




$

1,275,012










(1)

Total risk-weighted assets at the beginning of the period (i.e., as of December 31, 2013) are presented on a pro forma basis to reflect application of the Final Basel III Rules related to the effect of transition arrangements on regulatory capital components, consistent with current period presentation.


(2) Reflects the effect of adjusting credit risk-weighted assets at the beginning of the period from a Basel I basis to a Basel III Advanced Approaches basis; adjusting market risk-weighted assets from a Basel II.5 basis to a Basel III Advanced Approach basis; and including operational risk-weighted assets as required under the Basel III Advanced Approaches rules.



(3)

Retail exposures decreased from year-end 2013, driven by reduction in loans and commitments, sale of consumer businesses in Spain and Greece and the impact of FX translation, offset by enhancements to credit risk models.




(4)

Wholesale exposures decreased from September 30, 2014, driven by model parameter updates and reductions in loans and commitments. The increase from year-end 2013 was driven by enhancements to credit risk models.




(5)

OTC derivatives decreased from September 30, 2014, driven by model parameter updates. The increase from year-end 2013 was largely due to enhancements to credit risk models, partially offset by model parameter updates.




(6)

Other includes cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios of exposures.




(7)

Supervisory 6% multiplier does not apply to derivatives CVA.




(8)

Market risk-weighted assets risk levels decreased from year-end 2013 driven by movement in securitization positions from trading book to banking book, as well as reductions in inventory positions.


(9) During the first quarter of 2014, Citi increased operational risk-weighted assets by $56 billion in conjunction with the granting of permission by the Federal Reserve Board to exit the parallel run period and commence applying the Basel III Advanced Approaches framework, effective with the second quarter of 2014. Citi’s operational risk-weighted assets were further increased by $12.5 billion during each of the third and fourth quarters of 2014, reflecting an evaluation of ongoing events in the banking industry.






Capital Resources of Citigroup’s Subsidiary U.S. Depository Institutions Under Current Regulatory Standards

Citigroup’s subsidiary U.S. depository institutions are also subject to regulatory capital standards issued by their respective primary federal bank regulatory agencies, which are similar to the standards of the Federal Reserve Board.




The following table sets forth the capital tiers, risk-weighted assets, quarterly adjusted average total assets and capital ratios under current regulatory standards (reflecting Basel III Transition Arrangements) for Citibank, N.A., Citi’s primary subsidiary U.S. depository institution, as of December 31, 2014 and December 31, 2013.




42







Citibank, N.A. Capital Components and Ratios Under Current Regulatory Standards (Basel III Transition Arrangements)








December 31, 2014



December 31, 2013(1)


In millions of dollars, except ratios

Advanced Approaches

Standardized Approach(2)



Advanced Approaches

Standardized Approach(2)


Common Equity Tier 1 Capital

$

129,135




$

129,135






$

128,317




$

128,317





Tier 1 Capital

129,135




129,135






128,317




128,317





Total Capital (Tier 1 Capital + Tier 2 Capital) (3)

140,119




150,215






137,277




146,267





Risk-Weighted Assets

946,333




906,250






893,390




910,553





Quarterly Adjusted Average Total Assets (4)

1,367,444




1,367,444






1,321,440




1,321,440





Common Equity Tier 1 Capital ratio (5)

13.65

%

14.25

%



14.36

%

14.09

%


Tier 1 Capital ratio (5)

13.65




14.25






14.36




14.09





Total Capital ratio (5)

14.81




16.58






15.37




16.06





Tier 1 Leverage ratio

9.44




9.44






9.71




9.71










(1)

Pro forma presentation based on application of the Final Basel III Rules consistent with current period presentation.




(2)

Basel III 2014 Standardized Approach which reflects the application of the Basel I credit risk and Basel II.5 market risk capital rules.




(3)

Under the Advanced Approaches framework eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent the excess reserves do not exceed 0.6% of credit risk-weighted assets, which differs from the Standardized Approach in which the allowance for credit losses is includable in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets.




(4)

Tier 1 Leverage ratio denominator.




(5)

As of December 31, 2014, Citibank, N.A.’s reportable Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios were the lower derived under the Basel III Advanced Approaches. As of December 31, 2013, Citibank, N.A.’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III 2014 Standardized Approach (Basel I credit risk and Basel II.5 market risk capital rules), whereas the reportable Total Capital ratio was the lower derived under the Advanced Approaches framework.




Impact of Changes on Citigroup and Citibank, N.A. Capital Ratios Under Current Regulatory Capital Standards

The following table presents the estimated sensitivity of Citigroup’s and Citibank, N.A.’s capital ratios to changes of $100 million in Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital (numerator), and changes of $1 billion in Advanced Approaches and Standardized Approach risk-weighted assets as well as quarterly adjusted average total assets (denominator), under current regulatory




capital standards (reflecting Basel III Transition Arrangements), as of December 31, 2014. This information is provided for the purpose of analyzing the impact that a change in Citigroup’s or Citibank, N.A.’s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of capital, risk-weighted assets, or quarterly adjusted average total assets. Accordingly, an event that affects more than one factor may have a larger basis point impact than is reflected in this table.









Common Equity

Tier 1 Capital ratio

Tier 1 Capital ratio

Total Capital ratio

Tier 1 Leverage ratio




Impact of

$100 million

change in

Common Equity

Tier 1 Capital

Impact of

$1 billion

change in risk-

weighted assets

Impact of

$100 million

change in

Tier 1

Capital

Impact of

$1 billion

change in risk-

weighted assets

Impact of

$100 million

change in

Total

Capital

Impact of

$1 billion

change in risk-

weighted assets

Impact of

$100 million

change in

Tier 1

Capital

Impact of

$1 billion

change in

quarterly adjusted

average total

assets


Citigroup


















Advanced Approaches

0.8 bps

1.0 bps

0.8 bps

1.0 bps

0.8 bps

1.1 bps

0.5 bps

0.5 bps


Standardized Approach (1)

0.9 bps

1.4 bps

0.9 bps

1.4 bps

0.9 bps

1.7 bps

0.5 bps

0.5 bps


Citibank, N.A.


















Advanced Approaches

1.1 bps

1.4 bps

1.1 bps

1.4 bps

1.1 bps

1.6 bps

0.7 bps

0.7 bps


Standardized Approach (1)

1.1 bps

1.6 bps

1.1 bps

1.6 bps

1.1 bps

1.8 bps

0.7 bps

0.7 bps





(1) Basel III 2014 Standardized Approach which reflects the application of the Basel I credit risk and Basel II.5 market risk capital rules.



43









Citigroup Broker-Dealer Subsidiaries

At December 31, 2014, Citigroup Global Markets Inc., a U.S. broker-dealer registered with the SEC that is an indirect wholly owned subsidiary of Citigroup, had net capital, computed in accordance with the SEC’s net capital rule, of $5.5 billion, which exceeded the minimum requirement by $4.4 billion.

In addition, certain of Citi’s other broker-dealer subsidiaries are subject to regulation in the countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. Citigroup’s other broker-dealer subsidiaries were in compliance with their capital requirements at December 31, 2014.































Basel III (Full Implementation)




Citigroup’s Capital Resources Under Basel III (Full Implementation)

Citi currently anticipates that its effective minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratio requirements under the Final Basel III Rules, on a fully implemented basis, will be at least 9%, 10.5% and 12.5%, respectively. However, Citi’s effective minimum ratio requirements will be higher if the Federal Reserve Board’s GSIB surcharge rule were to be adopted as proposed.

Further, under the Final Basel III Rules, Citi must also comply with a 4% minimum Tier 1 Leverage ratio requirement and an effective 5% minimum Supplementary Leverage ratio requirement.

The following table sets forth the capital tiers, risk-weighted assets, quarterly adjusted average total assets and capital ratios under the Final Basel III Rules for Citi, assuming full implementation, as of December 31, 2014 and December 31, 2013.


Citigroup Capital Components and Ratios Under Basel III (Full Implementation)








December 31, 2014



December 31, 2013


In millions of dollars, except ratios

Advanced Approaches

Standardized Approach(1)



Advanced Approaches

Standardized Approach(1)


Common Equity Tier 1 Capital

$

136,806




$

136,806






$

125,597




$

125,597





Tier 1 Capital

148,275




148,275






133,412




133,412





Total Capital (Tier 1 Capital + Tier 2 Capital)(2)

165,663




178,625






150,049




161,782





Risk-Weighted Assets

1,292,878




1,228,748






1,185,766




1,176,886





Quarterly Adjusted Average Total Assets(3)

1,835,497




1,835,497






1,814,368




1,814,368





Common Equity Tier 1 Capital ratio(4)(5)

10.58

%

11.13

%



10.59

%

10.67

%


Tier 1 Capital ratio(4)(5)

11.47




12.07






11.25




11.34





Total Capital ratio(4)(5)

12.81




14.54






12.65




13.75





Tier 1 Leverage ratio(5)

8.08




8.08






7.35




7.35








(1) Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios as well as related components reflect application of the Basel III Standardized Approach framework effective January 1, 2015.



(2)

Under the Advanced Approaches framework eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent the excess reserves do not exceed 0.6% of credit risk-weighted assets, which differs from the Standardized Approach in which the allowance for credit losses is includable in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets.


(3) Tier 1 Leverage ratio denominator.

(4) As of December 31, 2014 and December 31, 2013, Citi’s Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework.

(5) Citi’s Basel III capital ratios and certain related components are non-GAAP financial measures. Citi believes these ratios and their related components provide useful information to investors and others by measuring Citi’s progress against future regulatory capital standards.









Common Equity Tier 1 Capital Ratio

Citi’s Common Equity Tier 1 Capital ratio was 10.6% at December 31, 2014, unchanged from that estimated as of December 31, 2013 (both based on application of the Advanced Approaches for determining total risk-weighted assets). The ratio remained stable year-over-year as the growth in Common Equity Tier 1 Capital largely reflecting net income of $7.3 billion and the favorable effects attributable to DTA utilization of approximately $3.3










billion, was offset by a decline in Accumulated other comprehensive income (loss), and higher credit and operational risk-weighted assets.





















44







Components of Citigroup Capital Under Basel III (Advanced Approaches with Full Implementation)






In millions of dollars

December 31,
2014

December 31, 2013


Common Equity Tier 1 Capital






Citigroup common stockholders’ equity (1)

$

200,190




$

197,694





Add: Qualifying noncontrolling interests

165




182





Regulatory Capital Adjustments and Deductions:






Less: Accumulated net unrealized losses on cash flow hedges, net of tax (2)

(909

)

(1,245

)


Less: Cumulative unrealized net gain related to changes in fair value of financial liabilities

attributable to own creditworthiness, net of tax (3)

279




177





Less: Intangible assets:






Goodwill, net of related deferred tax liabilities (DTLs) (4)

22,805




24,518





Identifiable intangible assets other than mortgage servicing rights (MSRs), net of related DTLs

4,373




4,950





Less: Defined benefit pension plan net assets

936




1,125





Less: Deferred tax assets (DTAs) arising from net operating loss, foreign tax credit and general

business credit carry-forwards (5)

23,628




26,439





Less: Excess over 10%/15% limitations for other DTAs, certain common stock investments,

and MSRs (5)(6)

12,437




16,315





Total Common Equity Tier 1 Capital

$

136,806




$

125,597





Additional Tier 1 Capital






Qualifying perpetual preferred stock (1)

$

10,344




$

6,645





Qualifying trust preferred securities (7)

1,369




1,374





Qualifying noncontrolling interests

35




39





Regulatory Capital Deduction:






Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(8)

279




243





Total Additional Tier 1 Capital

$

11,469




$

7,815





Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)

$

148,275




$

133,412





Tier 2 Capital






Qualifying subordinated debt (9)

$

16,094




$

14,414





Qualifying trust preferred securities (10)

350




745





Qualifying noncontrolling interests

46




52





Excess of eligible credit reserves over expected credit losses(11)

1,177




1,669





Regulatory Capital Deduction:






Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(8)

279




243





Total Tier 2 Capital

$

17,388




$

16,637





Total Capital (Tier 1 Capital + Tier 2 Capital) (12)

$

165,663




$

150,049










(1)

Issuance costs of $124 million and $93 million related to preferred stock outstanding at December 31, 2014 and December 31, 2013, respectively, are excluded from common stockholders’ equity and netted against preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.




(2)

Common Equity Tier 1 Capital is adjusted for accumulated net unrealized gains (losses) on cash flow hedges included in AOCI that relate to the hedging of items not recognized at fair value on the balance sheet.




(3)

The cumulative impact of changes in Citigroup’s own creditworthiness in valuing liabilities for which the fair value option has been elected and own-credit valuation adjustments on derivatives are excluded from Common Equity Tier 1 Capital, in accordance with the Final Basel III Rules.




(4)

Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.




(5)

Of Citi’s approximately $49.5 billion of net DTAs at December 31, 2014, approximately $15.2 billion of such assets were includable in regulatory capital pursuant to the Final Basel III Rules, while approximately $34.3 billion of such assets were excluded in arriving at Common Equity Tier 1 Capital. Comprising the excluded net DTAs was an aggregate of approximately $35.9 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards as well as temporary differences that were deducted from Common Equity Tier 1 Capital. In addition, approximately $1.6 billion of net DTLs, primarily consisting of DTLs associated with goodwill and certain other intangible assets, partially offset by DTAs related to cash flow hedges, are permitted to be excluded prior to deriving the amount of net DTAs subject to deduction under these rules. Separately, under the Final Basel III Rules, goodwill and these other intangible assets are deducted net of associated DTLs in arriving at Common Equity Tier 1 Capital, while Citi’s current cash flow hedges and the related deferred tax effects are not required to be reflected in regulatory capital.




(6)

Aside from MSRs, reflects DTAs arising from temporary differences and significant common stock investments in unconsolidated financial institutions.




(7)

Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the Final Basel III Rules.




(8)

50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.




45









(9)

Non-qualifying subordinated debt issuances which consist of those with a fixed-to-floating rate step-up feature where the call/step-up date has not passed are excluded from Tier 2 Capital.




(10)

Represents the amount of non-grandfathered trust preferred securities eligible for inclusion in Tier 2 Capital under the Final Basel III Rules, which will be fully phased-out of Tier 2 Capital by January 1, 2022.




(11)

Advanced Approaches banking organizations are permitted to include in Tier 2 Capital eligible credit reserves that exceed expected credit losses to the extent that the excess reserves do not exceed 0.6% of credit risk-weighted assets.




(12)

Total Capital as calculated under Advanced Approaches, which differs from the Standardized Approach in the treatment of the amount of eligible credit reserves includable in Tier 2 Capital.





Citigroup Capital Rollforward Under Basel III (Advanced Approaches with Full Implementation)




In millions of dollars

Three Months Ended
December 31, 2014

Twelve Months Ended
December 31, 2014


Common Equity Tier 1 Capital






Balance, beginning of period

$

138,762




$

125,597





Net income

350




7,313





Dividends declared

(190

)

(633

)


Net increase in treasury stock

(380

)

(1,232

)


Net increase in additional paid-in capital(1)

229




778





Net increase in foreign currency translation adjustment net of hedges, net of tax

(2,716

)

(4,946

)


Net decrease in unrealized losses on securities AFS, net of tax

470




1,697





Net increase in defined benefit plans liability adjustment, net of tax

(1,064

)

(1,170

)


Net increase in cumulative unrealized net gain related to changes in fair value of financial liabilities attributable to own creditworthiness, net of tax

(86

)

(102

)


Net decrease in goodwill, net of related deferred tax liabilities (DTLs)

873




1,713





Net change in other intangible assets other than mortgage servicing rights (MSRs),

net of related DTLs

(66

)

577





Net decrease in defined benefit pension plan net assets

243




189





Net decrease in deferred tax assets (DTAs) arising from net operating loss, foreign

tax credit and general business credit carry-forwards

1,027




2,811





Net change in excess over 10%/15% limitations for other DTAs, certain common stock

investments and MSRs

(639

)

3,878





Other

(7

)

336





Net change in Common Equity Tier 1 Capital

$

(1,956

)

$

11,209





Common Equity Tier 1 Capital Balance, end of period

$

136,806




$

136,806





Additional Tier 1 Capital






Balance, beginning of period

$

10,010




$

7,815





Net increase in qualifying perpetual preferred stock(2)

1,493




3,699





Net decrease in qualifying trust preferred securities

(1

)

(5

)


Other

(33

)

(40

)


Net increase in Additional Tier 1 Capital

$

1,459




$

3,654





Tier 1 Capital Balance, end of period

$

148,275




$

148,275





Tier 2 Capital






Balance, beginning of period

$ 17,482

$ 16,637

Net increase in qualifying subordinated debt

401


1,680

Net decrease in excess of eligible credit reserves over expected credit losses

(456)

(492 )


Other

(39 )

(437 )

Net change in Tier 2 Capital

$ (94 )

$ 751


Tier 2 Capital Balance, end of period

$ 17,388

$ 17,388

Total Capital (Tier 1 Capital + Tier 2 Capital)

$ 165,663

$ 165,663

(1) Primarily represents an increase in additional paid-in capital related to employee benefit plans.

(2) Citi issued approximately $3.7 billion and approximately $1.5 billion of qualifying perpetual preferred stock during the twelve months and three months ended December 31, 2014, respectively, which were partially offset by the netting of issuance costs of $31 million and $7 million for those periods.


46



Citigroup Risk-Weighted Assets Under Basel III (Full Implementation) at December 31, 2014(1)

Advanced Approaches

Standardized Approach
In millions of dollars
Citicorp
Citi Holdings

Total



Citicorp 
Citi Holdings

Total


Credit Risk

$

760,690




$

119,207




$

879,897






$

1,033,064




$

95,203




$

1,128,267





Market Risk

95,835




4,646




100,481






95,835




4,646




100,481





Operational Risk (2)

258,693




53,807




312,500






















Total Risk-Weighted Assets

$

1,115,218




$

177,660




$

1,292,878






$

1,128,899




$

99,849




$

1,228,748










Citigroup Risk-Weighted Assets Under Basel III (Full Implementation) at December 31, 2013(1)








Advanced Approaches



Standardized Approach


In millions of dollars

Citicorp

Citi Holdings

Total



Citicorp

Citi Holdings

Total


Credit Risk

$

693,469




$

148,644




$

842,113






$

962,456




$

102,277




$

1,064,733





Market Risk

106,919




5,234




112,153






106,919




5,234




112,153





Operational Risk

159,500




72,000




231,500






















Total Risk-Weighted Assets

$

959,888




$

225,878




$

1,185,766






$

1,069,375




$

107,511




$

1,176,886










(1)

Calculated based on the Final Basel III Rules.




(2)

During 2014, Citi’s operational risk-weighted assets were increased by $81 billion, of which $56 billion was in conjunction with the granting of permission by the Federal Reserve Board to exit the parallel run period and commence applying the Basel III Advanced Approaches framework, effective with the second quarter of 2014. Further, an additional $25 billion was recognized during the last six months of 2014, reflecting an evaluation of ongoing events in the banking industry.







Total risk-weighted assets under the Basel III Advanced Approaches increased from year-end 2013 largely due to the previously mentioned increases in operational risk-weighted assets throughout 2014 as well as enhancements to Citi’s credit risk models, partially offset by model parameter updates, the impact of FX translation and the ongoing decline in Citi Holdings assets.

Total risk-weighted assets under the Basel III Standardized Approach increased during 2014 substantially due to an increase in credit risk-weighted assets attributable to an increase in derivative exposures and corporate lending products within the ICG businesses, partially offset by the ongoing decline in Citi Holdings assets.














































































































47



Citigroup Risk-Weighted Assets Rollforward (Basel III Advanced Approaches with Full Implementation)


In millions of dollars

Three Months Ended
December 31, 2014(1)

Twelve Months Ended
December 31, 2014(1)


Total Risk-Weighted Assets, beginning of period

$

1,301,958




$

1,185,766





Changes in Credit Risk-Weighted Assets






Net change in retail exposures(2)

5,222




(29,820

)


Net change in wholesale exposures(3)

(9,316

)

31,698





Net change in repo-style transactions

(444

)

4,483





Net change in securitization exposures

(166

)

2,470





Net decrease in equity exposures

(770

)

(1,681

)


Net change in over-the-counter (OTC) derivatives(4)

(10,158

)

9,148





Net increase in derivatives CVA

1,834




4,544





Net change in other(5)

(6,170

)

12,638





Net change in supervisory 6% multiplier(6)

(1,308

)

4,305





Net change in Credit Risk-Weighted Assets

$

(21,276

)

$

37,785





Changes in Market Risk-Weighted Assets






Net change in risk levels(7)

$

650




$

(17,803

)


Net change due to model and methodology updates

(954

)

6,130





Net decrease in Market Risk-Weighted Assets

$

(304

)

$

(11,673

)


Net increase in Operational Risk-Weighted Assets (8)

$

12,500




$

81,000





Total Risk-Weighted Assets, end of period

$

1,292,878




$

1,292,878










(1)

Calculated based on the Final Basel III Rules.




(2)

Retail exposures decreased from year-end 2013, driven by reduction in loans and commitments, the sales of consumer businesses in Spain and Greece and the impact of FX translation, offset by enhancements to credit risk models.




(3)

Wholesale exposures decreased from September 30, 2014, driven by model parameter updates and reductions in loan and commitments. The increase from year-end 2013 was driven by enhancements to credit risk models.




(4)

OTC derivatives decreased from September 30, 2014, driven by model parameter updates. The increase from year-end 2013 was largely due to enhancements to credit risk models, partially offset by model parameter updates.


(5) Other includes cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios of exposures.



(6)

Supervisory 6% multiplier does not apply to derivatives CVA.




(7)

Market risk-weighted assets risk levels decreased from year-end 2013 driven by movement in securitization positions from trading book to banking book, as well as reductions in inventory positions.


(8) During the first quarter of 2014, Citi increased operational risk-weighted assets by approximately $56 billion in conjunction with the granting of permission by the Federal Reserve Board to exit the parallel run period and commence applying the Basel III Advanced Approaches framework, effective with the second quarter of 2014. Citi’s operational risk-weighted assets were further increased by $12.5 billion during each of the third and fourth quarters of 2014, reflecting an evaluation of ongoing events in the banking industry.






Supplementary Leverage Ratio

Under the Final Basel III Rules, Advanced Approaches banking organizations, including Citi and Citibank, N.A., are also required to calculate a Supplementary Leverage ratio, which significantly differs from the Tier 1 Leverage ratio by also including certain off-balance sheet exposures within the denominator of the ratio (Total Leverage Exposure).

In September 2014, the U.S. banking agencies adopted revisions to the Final Basel III Rules (Revised Final Basel III Rules) with respect to the definition of Total Leverage Exposure as well as the frequency with which certain components of the Supplementary Leverage ratio are calculated. As revised, the Supplementary Leverage ratio represents end of period Tier 1 Capital to Total Leverage Exposure, with the latter defined as the sum of the daily average of on-balance sheet assets for the quarter and the average of certain off-balance sheet exposures calculated as of the last day of each month in the quarter, less applicable Tier 1 Capital deductions.




Under the Revised Final Basel III Rules, the definition of Total Leverage Exposure has been modified from that of the Final Basel III Rules in certain respects, such as by permitting limited netting of repo-style transactions (i.e., qualifying repurchase or reverse repurchase and securities borrowing or lending transactions) with the same counterparty and allowing for the application of cash variation margin to reduce derivative exposures, both of which are subject to certain specific conditions, as well as by distinguishing and expanding the measure of exposure for written credit derivatives. Moreover, the credit conversion factors (CCF) to be applied to certain off-balance sheet exposures have been conformed to those under the Basel III Standardized Approach for determining credit risk-weighted assets, with the exception of the imposition of a 10% CCF floor.

Consistent with the Final Basel III Rules, Advanced Approaches banking organizations will be required to disclose the Supplementary Leverage ratio commencing January 1, 2015. Further, U.S. GSIBs and their subsidiary




48









insured depository institutions, including Citi and Citibank, N.A., will be subject to enhanced Supplementary Leverage ratio standards. The enhanced Supplementary Leverage ratio standards establish a 2% leverage buffer for U.S. GSIBs in addition to the stated 3% minimum Supplementary Leverage ratio requirement in the Final Basel III Rules. If a U.S. GSIB failed to exceed the 2% leverage buffer, it would be subject to increasingly onerous restrictions (depending upon the extent of the shortfall) regarding capital distributions and discretionary executive bonus payments. Accordingly, U.S. GSIBs are effectively subject to a 5% minimum Supplementary Leverage ratio requirement. Additionally, the final rule requires that




insured depository institution subsidiaries of U.S. GSIBs, including Citibank, N.A., maintain a Supplementary Leverage ratio of 6% to be considered “well capitalized” under the revised prompt corrective action framework established by the Final Basel III Rules. Citi and Citibank, N.A. are required to be compliant with these higher effective minimum ratio requirements on January 1, 2018.

The following table sets forth Citi’s estimated Basel III Supplementary Leverage ratio and related components, under the Revised Final Basel III Rules, for the three months ended December 31, 2014 and December 31, 2013.








Citigroup Estimated Basel III Supplementary Leverage Ratios and Related Components(1)






In millions of dollars, except ratios

December 31, 2014

December 31, 2013(2)


Tier 1 Capital

$ 148,275


$ 133,412
Total Leverage Exposure (TLE)

On-balance sheet assets (3)

$

1,899,955




$

1,886,613





Certain off-balance sheet exposures:(4)






Potential future exposure (PFE) on derivative contracts

240,712




240,534





Effective notional of sold credit derivatives, net(5)

96,869




102,061





Counterparty credit risk for repo-style transactions(6)

21,894




26,035





Unconditionally cancellable commitments

61,673




63,782





Other off-balance sheet exposures

229,672




210,571





Total of certain off-balance sheet exposures

$

650,820




$

642,983





Less: Tier 1 Capital deductions

64,458




73,590





Total Leverage Exposure

$

2,486,317




$

2,456,006





Supplementary Leverage ratio

5.96

%

5.43

%







(1)

Citi’s estimated Basel III Supplementary Leverage ratio and certain related components are non-GAAP financial measures. Citi believes this ratio and its components provide useful information to investors and others by measuring Citigroup’s progress against future regulatory capital standards.




(2)

Pro forma presentation based on application of the Revised Final Basel III Rules consistent with current period presentation.




(3)

Represents the daily average of on-balance sheet assets for the quarter.




(4)

Represents the average of certain off-balance sheet exposures calculated as of the last day of each month in the quarter.




(5)

Under the Revised Final Basel III Rules, banking organizations are required to include in TLE the effective notional amount of sold credit derivatives, with netting of exposures permitted if certain conditions are met.




(6)

Repo-style transactions include repurchase or reverse repurchase transactions and securities borrowing or securities lending transactions.







Citigroup’s estimated Basel III Supplementary Leverage ratio under the Revised Final Basel III Rules was 6.0% for the fourth quarter of 2014, unchanged from the third quarter of 2014, and increased from 5.4% for the fourth quarter of 2013 (on a pro forma basis to conform to current period presentation). Citi’s estimated Basel III Supplementary Leverage ratio remained unchanged quarter-over-quarter as the Tier 1 Capital benefits resulting from preferred stock issuances and a decrease in goodwill were offset by a decrease in Accumulated other comprehensive income (loss), with Total Leverage Exposure also remaining substantially unchanged. The growth in the ratio from the fourth quarter of 2013 was principally driven by an increase in Tier 1 Capital attributable largely to net income of $7.3 billion, approximately $3.3 billion of DTA utilization and approximately $3.7 billion of perpetual preferred stock issuances, offset in part by a reduction in Accumulated




other comprehensive income (loss) and a marginal increase in Total Leverage Exposure.

Citibank, N.A.’s estimated Basel III Supplementary Leverage ratio under the Revised Final Basel III Rules was 6.3% for the fourth quarter of 2014, unchanged from the third quarter of 2014 and, on a pro forma basis, from the fourth quarter of 2013. Tier 1 Capital benefits resulting from quarterly and annual net income and DTA utilization were largely offset by an increase in Total Leverage Exposure and a reduction in Accumulated other comprehensive income (loss) and, for the year only, cash dividends paid by Citibank, N.A. to its parent, Citicorp, and which were subsequently remitted to Citigroup.










49









Regulatory Capital Standards Developments




GSIB Surcharge

In December 2014, the Federal Reserve Board issued a notice of proposed rulemaking which would impose risk-based capital surcharges upon U.S. bank holding companies that are identified as GSIBs, including Citi. Under the

Federal Reserve Board’s proposed rule, consistent with the Basel Committee’s methodology, identification as a GSIB would be based primarily on quantitative measurement indicators underlying five equally weighted broad categories of systemic importance: (i) size, (ii) interconnectedness, (iii) cross-jurisdictional activity, (iv) substitutability, and (v) complexity. With the exception of size, each of the other categories are comprised of multiple indicators also of equal weight, and amounting to 12 indicators in total.

A U.S. banking organization that is designated a GSIB under the proposed methodology would calculate a surcharge using two methods and would be subject to the higher of the resulting two surcharges. The first method (“method 1”) would be based on the same five broad categories of systemic importance used to identify a GSIB, whereas under the second method (“method 2”) the substitutability indicator would be replaced with a measure intended to assess the extent of a GSIB’s reliance on short-term wholesale funding. As proposed, given that the calculation under method 2 involves, in part, the doubling of the indicator scores related to size, interconnectedness, cross-jurisdictional activity and complexity, method 2 would generally result in higher surcharges as compared to method 1.










Estimated GSIB surcharges under the proposed rule, which would be required to be comprised entirely of Common Equity Tier 1 Capital, would initially range from 1.0% to 4.5% of total risk-weighted assets. Moreover, the GSIB surcharge would be an extension of the Capital Conservation Buffer and, if invoked, any Countercyclical Capital Buffer, and would result in restrictions on earnings distributions (e.g., dividends, equity repurchases, and discretionary executive bonuses) should the surcharge be drawn upon to absorb losses during periods of financial or economic stress, with the degree of such restrictions based upon the extent to which the surcharge is drawn.

Under the proposal, like that of the Basel Committee’s rule, the GSIB surcharge would be introduced in parallel with the Capital Conservation Buffer and, if applicable, any Countercyclical Capital Buffer, commencing phase-in on January 1, 2016 and becoming fully effective on January 1, 2019.

As of December 31, 2014, Citi estimates its GSIB surcharge under the Federal Reserve Board’s proposal would be 4%, compared to at least 2% under the Basel Committee requirements.

For additional information regarding the Federal Reserve Board’s GSIB surcharge proposal, as well as the Financial Stability Board’s total loss-absorbing capacity, or TLAC, consultative document, see “Risk Factors—Regulatory Risks” and “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below.







50









Tangible Common Equity, Tangible Book Value Per Share and Book Value Per Share

Tangible common equity (TCE), as currently defined by Citi, represents common equity less goodwill and other intangible assets (other than MSRs). Other companies may calculate TCE in a different manner. TCE and tangible book value per share are non-GAAP financial measures. Citi believes these capital metrics provide useful information, as they are used by investors and industry analysts.








































In millions of dollars or shares, except per share amounts

December 31,
2014

December 31, 2013


Total Citigroup stockholders’ equity

$

210,534




$

204,339





Less: Preferred stock

10,468




6,738





Common equity

$

200,066




$

197,601





Less: Intangible assets:






Goodwill

23,592




25,009





Other intangible assets (other than MSRs)

4,566




5,056





Goodwill related to assets held-for-sale

71







Tangible common equity (TCE)

$

171,837




$

167,536












Common shares outstanding (CSO)

3,023.9




3,029.2





Tangible book value per share (TCE/CSO)

$

56.83




$

55.31





Book value per share (common equity/CSO)

$

66.16




$

65.23














































51









RISK FACTORS




The following discussion sets forth what management currently believes could be the most significant regulatory, credit and market, liquidity, legal and business and operational risks and uncertainties that could impact Citi’s businesses, results of operations and financial condition. Other risks and uncertainties, including those not currently known to Citi or its management, could also negatively impact Citi’s businesses, results of operations and financial condition. Thus, the following should not be considered a complete discussion of all of the risks and uncertainties Citi may face.




REGULATORY RISKS




Citi Faces Ongoing Significant Regulatory Changes and Uncertainties in the U.S. and Non-U.S. Jurisdictions in Which It Operates That Negatively Impact the Management of Its Businesses and Increase Its Compliance Risks and Costs.

Citi continues to be subject to a significant number of regulatory changes and uncertainties across the U.S. and the non-U.S. jurisdictions in which it operates. Not only has the heightened regulatory environment facing financial institutions such as Citi resulted in a tendency toward more regulation, but also in some cases toward the most prescriptive regulation as regulatory agencies have often taken a restrictive approach to rulemaking, interpretive guidance, approvals and their general ongoing supervisory or prudential authority. Moreover, even when U.S. and international regulatory initiatives overlap, such as with derivatives reforms, in many instances they have not been undertaken on a coordinated basis, and areas of divergence have developed with respect to the scope, interpretation, timing, structure or approach, leading to additional, inconsistent or even conflicting regulations.

Ongoing regulatory changes and uncertainties make Citi’s business planning difficult and could require Citi to change its business models or even its organizational structure, all of which could ultimately negatively impact Citi’s individual businesses, overall strategy and results of operations as well as realization of its deferred tax assets (DTAs). For example, several jurisdictions, including in Asia, Latin America and Europe, continue to enact fee and rate limits on debit and credit card transactions as well as various limits on sales practices for these and other areas of consumer lending, which could, among other things, negatively impact GCB’s businesses and revenues. In addition, during 2014, financial reform legislation was enacted in Mexico that required an antitrust study of the Mexican financial sector. The study has been issued and its recommendations include additional regulations intended to increase competition in the financial services industry in Mexico, which could negatively impact Citi’s Banamex subsidiary, Mexico’s second largest bank. In certain jurisdictions, including in the European Union (EU), there is discussion of adopting a financial transaction tax or similar fees on large financial institutions such as Citi, which could increase the costs to engage in certain transactions or otherwise negatively impact Citi’s results of operations. In addition, various regulators globally continue to consider




adoption of data privacy and/or “onshoring” requirements, such as the EU data protection framework, that would restrict the storage and use of client information. These regulations could conflict with anti-money laundering and other requirements in other jurisdictions, impede information sharing between Citi’s businesses and increase Citi’s compliance risks and costs. They could also impede or potentially reverse Citi’s centralization or standardization efforts, which provide expense efficiencies.

Unless and until there is sufficient regulatory certainty, Citi’s business planning and/or proposed pricing for affected businesses necessarily include assumptions based on possible or proposed rules, requirements or outcomes. Business planning is further complicated by management’s continual need to review and evaluate the impact on Citi’s businesses of ongoing rule proposals, final rules, and implementation guidance from numerous regulatory bodies worldwide, often within compressed timeframes. In some cases, management’s implementation of a regulatory requirement and assessment of its impact is occurring simultaneously with changing regulatory guidance, legal challenges or legislative action to modify or repeal final rules, thus increasing management uncertainty.

Ongoing regulatory changes also result in higher regulatory and compliance risks and costs. Citi estimates its regulatory and compliance costs have grown approximately 10% annually since 2011. These higher regulatory and compliance costs partially offset Citi’s continued cost reduction initiatives that are part of its execution priorities and negatively impact its results of operations. Ongoing regulatory changes and uncertainties also require management to continually manage Citi’s expenses and potentially reallocate resources, including potentially away from ongoing business investment initiatives.




There Continue to Be Changes and Uncertainties Relating to the Regulatory Capital Requirements Applicable to Citi and the Ultimate Impact of These Requirements on Citi’s Businesses, Products and Results of Operations.

Despite the adoption of the final U.S. Basel III rules, there continue to be changes and uncertainties regarding the regulatory capital requirements applicable to, and, as a result, the ultimate impact of these requirements on, Citi.

Citi’s Basel III capital ratios and related components are subject to, among other things, ongoing regulatory supervision, including review and approval of Citi’s credit, market and operational risk models, additional refinements, modifications or enhancements (whether required or otherwise) to these models and any further implementation guidance in the U.S. Modifications or requirements resulting from these ongoing reviews, as well as the ongoing efforts by U.S. banking agencies to finalize and enhance the regulatory capital framework, have resulted and could continue to result in changes to Citi’s risk-weighted assets, total leverage exposure or other components of Citi’s capital ratios. These changes can negatively impact Citi’s capital ratios and its ability to achieve its capital requirements as it projects or as required. Further, because operational risk is measured based not only upon Citi’s historical loss experience but also upon




52









ongoing events in the banking industry generally, Citi’s level of operational risk-weighted assets is likely to remain elevated for the foreseeable future, despite Citi’s continuing efforts to reduce its risk-weighted assets and exposures.

Moreover, in December 2014, the Federal Reserve Board issued a notice of proposed rulemaking that would establish a risk-based capital surcharge for global systemically important bank holding companies (GSIB) in the U.S., including Citi. The Federal Reserve Board’s proposal is based on the Basel Committee on Banking Supervision’s (Basel Committee) GSIB surcharge framework, but adds an alternative method for calculating a U.S. GSIBs score (and thus its GSIB surcharge), which Citi expects will result in a significantly higher surcharge than the 2% calculated under the Basel Committee’s framework (for additional information on the details of the proposal, see “Capital Resources—Regulatory Capital Standards Developments” above).

The Federal Reserve Board’s GSIB proposal creates ongoing uncertainty with respect to the ultimate surcharge applicable to Citi due to, among other things, the (i) requirement to recalculate the surcharge on an annual basis; (ii) complex calculations required to determine the amount of the surcharge; and (iii) the score for the indicators aligned with the Basel Committee GSIB framework is to be determined by converting Citi’s indicators into Euros and calibrating proportionally against a denominator based upon the aggregate indicator scores of other large global banking organizations, meaning that Citi’s score will fluctuate based on actions taken by these banking organizations, as well as movements in foreign exchange rates. Moreover, based on the Financial Stability Board’s (FSB) proposed “total loss-absorbing capacity” (TLAC) requirements, a higher GSIB surcharge would limit the amount of Common Equity Tier 1 Capital otherwise available to satisfy, in part, the TLAC requirements and thus potentially result in the need for Citi to issue higher levels of qualifying debt and preferred equity (for additional information, see “Regulatory Risks” and “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below).

In addition to the Federal Reserve Board’s GSIB proposal, various other proposals which could impact Citi’s regulatory capital framework are also being considered by regulatory bodies both in the U.S. and internationally, which further contribute to the uncertainties faced by financial institutions, including Citi. For example, the SEC has indicated that it is considering adopting rules that would impose a leverage ratio requirement for U.S. broker-dealers, which could result in the reduction of certain types of short-term funding, among other potential negative impacts. In addition, the Basel Committee continues to review and revise various aspects of its rules, including its model-based capital framework and standardized approaches to market, credit and operational risk.

As a result of these ongoing uncertainties, Citi’s capital planning and management remains challenging. The Federal Reserve Board’s GSIB surcharge and other U.S. and international proposals could require Citi to further increase its capital and limit or otherwise restrict how Citi utilizes its capital, which could negatively impact its businesses, product offerings and results of operations. It also remains uncertain




as to what the overall impact of these regulatory capital changes will be on Citi’s competitive position, among both domestic and international peers.




Citi’s Inability to Enhance its 2015 Resolution Plan Submission Could Subject Citi to More Stringent Capital, Leverage or Liquidity Requirements, or Restrictions on Its Growth, Activities or Operations, and Could Eventually Require Citi to Divest Assets or Operations in Ways That Could Negatively Impact Its Operations or Strategy.

Title I of The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) requires Citi to prepare and submit annually a plan for the orderly resolution of Citigroup (the bank holding company) and its significant legal entities under the U.S. Bankruptcy Code or other applicable insolvency law in the event of future material financial distress or failure. Citi is also required to prepare and submit an annual resolution plan for its primary insured depository institution subsidiary, Citibank, N.A., and to demonstrate how Citibank, N.A. is adequately protected from the risks presented by non-bank affiliates. These plans, which require substantial effort, time and cost across all of Citi’s businesses and geographies, are subject to review by the Federal Reserve Board and the FDIC.

In August 2014, the Federal Reserve Board and the FDIC announced the completion of reviews of the 2013 resolution plans submitted by Citi and 10 other financial institutions. The agencies identified shortcomings with the firms’ 2013 resolution plans, including Citi’s. These shortcomings generally included (i) assumptions that the agencies regarded as unrealistic or inadequately supported, such as assumptions about the likely behavior of customers, counterparties, investors, central clearing facilities, and regulators; and (ii) the failure to make, or identify, the kinds of changes in firm structure and practices that would be necessary to enhance the prospects for orderly resolution. At the same time, the Federal Reserve Board and FDIC indicated that if the identified shortcomings are not addressed in the firms’ 2015 plan submissions, the agencies expect to use their authority under Title I of the Dodd-Frank Act.

Under Title I, if the Federal Reserve Board and the FDIC jointly determine that Citi’s 2015 resolution plan is not “credible” (which, although not defined, is generally believed to mean the regulators do not believe the plan is feasible or would otherwise allow the regulators to resolve Citi in a way that protects systemically important functions without severe systemic disruption), Citi could be subjected to more stringent capital, leverage or liquidity requirements or restrictions, or restrictions on its growth, activities or operations, and eventually be required to divest certain assets or operations in ways that could negatively impact its operations and strategy. In August 2014, the FDIC determined that the 2013 resolution plans submitted by the 11 “first wave” filers, including Citi, were “not credible.”

Other jurisdictions, such as the U.K., have also requested or are expected to request resolution plans from financial institutions, including Citi, and the requirements and timing relating to these plans are or are expected to be different from the U.S. requirements and from each other. Responding to




53









these additional requests will require additional effort, time and cost, and regulatory review and requirements in these jurisdictions could be in addition to, or conflict with, changes required by Citi’s regulators in the U.S.




There Continues to Be Significant Uncertainty Regarding the Implementation of Orderly Liquidation Authority and the Impact It Could Have on Citi’s Funding and Liquidity, Results of Operations and Competitiveness.

Title II of the Dodd-Frank Act grants the FDIC the authority, under certain circumstances, to resolve systemically important financial institutions, including Citi. The FDIC has released a notice describing its preferred “single point of entry strategy” for such resolution, pursuant to which, generally, a bank holding company would be placed in receivership, the unsecured long-term debt of the holding company would bear losses and the operating subsidiaries would be recapitalized.

Consistent with this strategy, in November 2014, the FSB issued a consultative document designed to ensure that GSIBs have sufficient loss-absorbing and recapitalization capacity in resolution to implement an orderly resolution. Specifically, the proposal would (i) establish a new firm-specific minimum requirement for TLAC; (ii) stipulate which liabilities of the GSIB would be eligible TLAC; and (iii) the location of the TLAC within the firm’s overall funding structure, including the “pre-positioning” of specified amounts of TLAC to identified material subsidiaries within the firm’s structure, including international entities (for additional information on the TLAC proposal, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below). It is expected that the Federal Reserve Board will issue a proposal to establish similar TLAC requirements for U.S. GSIBs during 2015.

There are significant uncertainties and interpretive issues arising from the FSB proposal, including (i) the minimum TLAC requirement for Citi; (ii) the amount of Citi’s TLAC that must be pre-positioned to material subsidiaries within Citi’s structure, and the identification of those entities; and (iii) which of Citi’s existing long-term liabilities constitute eligible TLAC. Moreover, based on the FSB’s proposal, the minimum TLAC requirement must be met excluding regulatory capital instruments used to satisfy Citi’s regulatory capital buffers, resulting in a higher overall TLAC requirement consisting of the required TLAC minimum plus required capital buffers. As a result, as discussed in the regulatory capital risk factor above, a higher GSIB surcharge would potentially result in the need for Citi to issue higher levels of qualifying debt and preferred equity. The FSB’s proposal also provides guidance for regulatory authorities to determine additional TLAC requirements, specific to individual financial institutions. Accordingly, similar to the Federal Reserve Board’s U.S. GSIB proposal, the Federal Reserve Board could propose TLAC requirements for Citi that are higher or more stringent than its international peers or even its U.S. peers.

To the extent Citi does not meet any final minimum TLAC requirement, it would need to re-position its funding profile, including potentially issuing additional TLAC-eligible instruments and/or replacing existing non-TLAC eligible




funding with TLAC-eligible funding. This could increase Citi’s costs of funds, alter its current funding and liquidity planning and management and/or negatively impact its revenues and results of operations. In addition, the requirement to pre-position TLAC-eligible instruments with material subsidiaries could result in significant funding inefficiencies, increase Citi’s overall liquidity requirements by reducing the fungibility of its funding sources and require certain of Citi’s subsidiaries to replace lower cost funding with other higher cost funding. Furthermore, Citi could be at a competitive disadvantage versus financial institutions that are not subject to such minimum requirements, such as non-regulated financial intermediaries, smaller financial institutions and entities in jurisdictions with less onerous or no such requirements.




The Impact to Citi’s Derivatives Businesses, Results of Operations and Competitive Position Resulting from the Ongoing Implementation of Derivatives Regulation in the U.S. and Globally Continues to Be Difficult to Predict.

The ongoing implementation of derivatives regulations in the U.S. as well as in non-U.S. jurisdictions has impacted, and will likely continue to substantially impact, the derivatives markets. However, given the additional rulemaking expected to occur as well as the ongoing interpretive issues across jurisdictions, it is not yet possible to determine what the ultimate impact to Citi’s global derivatives businesses, results of operations and competitive position will be.

For example, under the CFTC’s rules relating to the registration of swap execution facilities (SEF), certain non-U.S. trading platforms that do not want to register with the CFTC as a SEF are prohibiting firms with U.S. contacts, such as Citi, from trading on their non-U.S. platforms. In addition, pursuant to the CFTC’s mandatory clearing requirements for the overseas branches of Citibank, N.A., certain of Citi’s non-U.S. clients have ceased to clear their swaps with Citi given the mandatory requirement. More broadly, under the CFTC’s cross-border guidance, overseas clients who transact their derivatives business with overseas branches of U.S. banks, including Citi, could be subject to additional U.S. registration and derivatives requirements, and these clients continue to look for alternatives to dealing with overseas branches of U.S. banks as a result. All of these and similar changes have resulted in some bifurcated activity in the swaps marketplace, between U.S.-person and non-U.S.-person markets, which could disproportionately impact Citi given its global footprint.

In addition, in September 2014, U.S. regulators re-proposed rules relating to margin requirements for uncleared swaps. As re-proposed, the rules would require Citibank, N.A. to both collect and post margin to counterparties, as well as collect and post margin to its affiliates, in connection with any uncleared swap, with the initial margin required to be held by unaffiliated third-party custodians. As a result, any new margin requirements could significantly increase the cost to Citibank, N.A. and its counterparties of conducting uncleared swaps. In addition, the requirements would also apply to the non-U.S. branches of Citibank, N.A. and certain non-U.S. affiliates, which could result in further competitive disadvantages for Citi if it is required to collect margin on




54









uncleared swaps in non-U.S. jurisdictions prior to competitors in those jurisdictions being required to do so, if required to do so at all.

Further, the EU continues to finalize various aspects of its European Market Infrastructure Regulation (EMIR), and the EU and CFTC have yet to render any “equivalency” determinations (i.e., regulatory acknowledgment of the equivalency of derivatives regimes), which has compounded the bifurcation of the swaps market, as noted above. Regulators in Asia also continue to finalize their derivatives reforms which, to date, have taken a different approach as compared to the EU or the U.S. Because most of these non-U.S. reforms are not yet finalized, it is uncertain to what extent the non-U.S. reforms will impose different, additional or even inconsistent requirements on Citi’s derivatives activities.

While the implementation and effectiveness of individual derivatives reforms may not in every case be significant, the cumulative impact of these reforms continues to be uncertain and could be material to Citi’s results of operations and the competitive position of its derivatives businesses.

In addition, numerous aspects of the new derivatives regime require extensive compliance systems and processes to be maintained, including electronic recordkeeping, real-time public transaction reporting and external business conduct requirements (e.g., required swap counterparty disclosures). This compliance risk increases to the extent the final non-U.S. reforms are different from or inconsistent with the final U.S. reforms. Citi’s failure to effectively maintain such systems, across jurisdictions, could subject it to increased compliance costs and regulatory and reputational risks, particularly given the heightened regulatory environment in which Citi operates globally.




The Continued Implementation of the Volcker Rule and Similar Reform Efforts Subject Citi to Regulatory and Compliance Risks and Costs.

Although the rules implementing the restrictions under the Volcker Rule were finalized in December 2013, and the conformance period was generally extended to July 2015, the final rules require Citi to develop an extensive compliance regime for the “permitted” activities under the Volcker Rule, including documentation of historical trading activities with clients, individual testing and training, regulatory reporting, recordkeeping and similar requirements as well as an annual CEO certification with respect to the processes Citi has in place to ensure compliance with the final rules. Moreover, despite the passage of time since the adoption of the final rules, there continues to be uncertainty regarding the interpretation of certain provisions of the final rules, including with respect to the covered funds provisions and the permitted activities under the rules. As a result, Citi is required to make certain assumptions as to the degree to which its activities are permitted to continue. If Citi’s implementation of the required compliance regime is not consistent with regulatory expectations or requirements, or if Citi’s assumptions in implementation of the final rules are not accurate, Citi could be subject to increased regulatory and compliance risks and costs as well as potential reputational harm.




Proposals for structural reform of banking entities, including restrictions on proprietary trading, also continue to be introduced in various non-U.S. jurisdictions, thus leading to overlapping or potentially conflicting regimes. For example, in the EU, the Bank Structural Reform draft directive (formerly known as the “Liikanen” or “Barnier” Proposal) would prohibit proprietary trading by in-scope credit institutions and banking groups, such as certain of Citi’s EU branches, and potentially result in the mandatory separation of certain trading activities into a trading entity legally, economically and operationally separate from the legal entity holding the banking activities of a firm.

It is likely that, given Citi’s worldwide operations, some form of these or other proposals for the regulation of proprietary trading will eventually be applicable to a portion of Citi’s operations. While the Volcker Rule and these non-U.S. proposals are intended to address similar concerns—separating the perceived risks of proprietary trading and certain other investment banking activities in order not to affect more traditional banking and retail activities—they would do so under different structures, which could result in inconsistent regulatory regimes and additional compliance risks and costs for Citi in light of its global activities.




Recently Adopted and Future Regulations Applicable to Securitizations Could Impose Additional Costs and May Discourage Citi from Performing Certain Roles in Securitizations.

Citi endeavors to play a variety of roles in asset securitization transactions, including acting as underwriter, issuer, sponsor, depositor, trustee and counterparty. During the latter part of 2014, numerous regulatory changes relating to securitizations were finalized, including risk retention requirements for securitizers of certain assets and extensive changes to the SEC’s Regulation AB, including changes to the registration, disclosure and reporting requirements for asset-backed securities and other structured finance products.

Because certain of these rules were recently adopted, the multi-agency implementation has just begun and extensive interpretive issues remain. As a result, the cumulative impact of these changes, as well as additional regulations yet to be finalized, both on Citi’s participation in these transactions as well as on the securitization markets generally, is uncertain. It is likely that many aspects of the new rules will increase the costs of securitization transactions. It is also possible that these changes may hinder the recovery of previously active securitization markets or decrease the attractiveness of Citi’s executing or participating in certain securitization transactions, including securitization transactions which Citi previously executed or in which it participated, such as private-label mortgage securitizations. This could in turn reduce the income Citi earns from these transactions or hinder Citi’s ability to use such transactions to hedge risks, reduce exposures or reduce assets with adverse risk-weighting within its businesses.







55









CREDIT AND MARKET RISKS




Macroeconomic Challenges in the U.S. and Globally, Including in the Emerging Markets, Could Have a Negative Impact on Citi’s Businesses and Results of Operations.

Citi has experienced, and could experience in the future, negative impacts to its businesses and results of operations, such as elevated credit costs and/or decreased revenues in its Markets and securities services businesses, as a result of macroeconomic challenges, uncertainties and volatility. While the U.S. economy continues to improve, it remains susceptible to global events and volatility. Moreover, U.S. fiscal and monetary actions, or expected actions, can also impact not only the U.S. but global markets and economies as well as Citi’s businesses and results of operations. For example, the Federal Reserve Board may begin to increase short-term interest rates during 2015. Speculation about the timing of such a change has previously resulted in significant volatility in the U.S. and global markets. While Citi expects certain positive impacts as a result, such as an increase in net interest revenue (for additional information, see “Managing Global Risk—Market Risk—Price Risk” below), the ultimate impact to Citi’s businesses and results of operations will depend on the timing, amount and market and consumer or other reactions to any such increases.

In addition, concerns remain regarding various U.S. government fiscal challenges and events that could occur as a result, such as a potential U.S. government shutdown or default. In recent years, these issues, including potential or actual ratings downgrades of U.S. debt obligations, have adversely affected U.S. and global financial markets, economic conditions and Citi’s businesses, results of operations and financial condition, and they could do so again in the future.

Outside of the U.S., the global economic recovery remains uneven and uncertain. The economic and fiscal situations of several European countries remain fragile, and geopolitical tensions throughout the region, including in Russia, have added to the uncertainties. Fiscal and monetary actions, or expected actions, throughout the region have further impacted the global financial markets as well as Citi’s businesses and results of operations. While concerns relating to sovereign defaults or a partial or complete break-up of the European Monetary Union (EMU), including potential accompanying redenomination risks and uncertainties, seemed to have abated during 2014, such concerns have resurfaced with the election of a new government in Greece in January 2015 (for Citi’s third-party assets and liabilities in Greece as of December 31, 2014, see “Managing Global Risk—Country and Cross-Border Risk” below).

Slower growth in certain emerging markets, such as China, has also occurred, whether due to global macroeconomic conditions or geopolitical tensions, governmental or regulatory policies or economic conditions within the particular region or country (for additional information on risks specific to the emerging markets, see the risk factor below). Given Citi’s strategy and focus on the emerging markets, actual or perceived uncertainty regarding future economic growth in the emerging markets has impacted




and could continue to negatively impact Citi’s businesses and results of operations, and Citi could be disproportionately impacted as compared to its competitors. Further, if a particular country’s economic situation were to deteriorate below a certain level, U.S. regulators can and have imposed mandatory loan loss and other reserve requirements on Citi, which could negatively impact its cost of credit and earnings, perhaps significantly (see, e.g., “Managing Global Risk—Country and Cross-Border Risk—Argentina” below).



Citi’s Extensive Global Network Subjects It to Various International and Emerging Markets Risks as well as Increased Compliance and Regulatory Risks and Costs.

During 2014, international revenues accounted for approximately 58%, and emerging markets revenues accounted for approximately 40%, of Citi’s total revenues (for additional information on how Citi defines the emerging markets as well as its exposures in certain of these markets, see “Managing Global Risk—Country and Cross-Border Risk” below).

Citi’s extensive global network subjects it to a number of risks associated with international and emerging markets. These risks can include sovereign volatility, political events, foreign exchange controls, limitations on foreign investment, sociopolitical instability, fraud, nationalization or loss of licenses, sanctions, potential criminal charges, closure of branches or subsidiaries and confiscation of assets. For example, Citi operates in several countries that have strict foreign exchange controls, such as Argentina and Venezuela, that limit its ability to convert local currency into U.S. dollars and/or transfer funds outside the country. During 2014, Citi discovered certain frauds involving its Mexico subsidiary, Banamex. There have also been instances of political turmoil and other instability in certain countries in which Citi operates, such as in Russia, Ukraine and the Middle East, which have required management time and attention (e.g., monitoring the impact of sanctions on Russian entities, business sectors, individuals or otherwise on Citi’s businesses and results of operations).

Citi’s extensive global operations also increase its compliance and regulatory risks and costs. For example, Citi’s operations in emerging markets, including facilitating cross-border transactions on behalf of its clients, subject it to higher compliance risks under U.S. regulations primarily focused on various aspects of global corporate activities, such as anti-money-laundering regulations and the Foreign Corrupt Practices Act. These risks can be more acute in less developed markets and thus require substantial investment in compliance infrastructure or could result in a reduction in certain of Citi’s business activities. Any failure by Citi to comply with applicable U.S. regulations, as well as the regulations in the countries and markets in which it operates as a result of its global footprint, could result in fines, penalties, injunctions or other similar restrictions, any of which could negatively impact Citi’s earnings and its reputation.

56


Citi’s Results of Operations Could Be Negatively Impacted as Its Revolving Home Equity Lines of Credit Continue to “Reset.”

As of December 31, 2014, Citi’s home equity loan portfolio of approximately $28.1 billion included approximately $16.7 billion of home equity lines of credit that were still within their revolving period and had not commenced amortization, or “reset” (Revolving HELOCs). Of these Revolving HELOCs, approximately 78% will commence amortization during the period of 2015–2017 (for additional information, see “Managing Global Risk—Credit Risk—North America Consumer Mortgage Lending” below).

Before commencing amortization, Revolving HELOC borrowers are required to pay only interest on their loans. Upon amortization, these borrowers are required to pay both interest, usually at a variable rate, and principal that typically amortizes over 20 years, rather than the typical 30-year amortization. As a result, Citi’s customers with Revolving HELOCs that reset could experience “payment shock” due to the higher required payments on the loans. Increases in interest rates could further increase these payments, given the variable nature of the interest rates on these loans post-reset.

Based on the limited number of Citi’s Revolving HELOCs that have reset as of December 31, 2014, Citi has experienced a higher 30+ days past due delinquency rate on its amortizing home equity loans as compared to its total outstanding home equity loan portfolio (amortizing and non-amortizing). Moreover, a portion of the resets that have occurred to date occurred during a period of declining interest rates, which Citi believes likely reduced the overall payment shock to borrowers. While Citi continues to monitor this reset risk closely and review and take additional actions to offset potential reset risk, increasing interest rates, stricter lending criteria and high borrower loan-to-value positions could limit Citi’s ability to reduce or mitigate this reset risk going forward. Accordingly, as these loans continue to reset, Citi could experience higher delinquency rates and increased loan loss reserves and net credit losses in future periods, which could be significant and would negatively impact its results of operations.




Concentrations of Risk Can Increase the Potential for Citi to Incur Significant Losses.

Concentrations of risk, particularly credit and market risk, can increase Citi’s risk of significant losses. As of December 31, 2014, Citi’s most significant concentration of credit risk was with the U.S. government and its agencies, which primarily results from trading assets and investments issued by the U.S. government and its agencies (for additional information, see Note 24 to the Consolidated Financial Statements). Citi also routinely executes a high volume of securities, trading, derivative and foreign exchange transactions with counterparties in the financial services industry, including banks, other financial institutions, insurance companies, investment banks and government and central banks. To the extent regulatory or market developments lead to increased centralization of trading activity through particular clearing houses, central agents or exchanges, this could also increase Citi’s concentration of risk in this industry. Concentrations of




risk can limit, and have limited, the effectiveness of Citi’s hedging strategies and have caused Citi to incur significant losses, and they may do so again in the future.




LIQUIDITY RISKS




Citi’s Liquidity Planning, Management and Funding Could Be Negatively Impacted by the Heightened Regulatory Focus on and Continued Changes to Liquidity Standards and Requirements.

In September 2014, the U.S. banking agencies adopted final rules with respect to the U.S. Basel III Liquidity Coverage Ratio (LCR) (for additional information on the final LCR requirements, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below). Implementation of the final LCR requirements requires Citi to maintain extensive compliance procedures and systems, including systems to calculate Citi’s LCR daily once the rules are fully implemented. Moreover, Citi’s liquidity planning, stress testing and management remains subject to heightened regulatory scrutiny and review, including pursuant to the Federal Reserve Board’s Comprehensive Liquidity Analysis and Review (CLAR) as well as regulators’ enhanced prudential standards authority. If Citi’s interpretation or implementation of the LCR requirements, or its overall liquidity planning and management, is not consistent with regulatory expectations or requirements, Citi’s funding and liquidity could be negatively impacted and it could incur increased compliance risks and costs.

In addition, in October 2014, the Basel Committee adopted final rules relating to the Net Stable Funding Ratio (NSFR), and the U.S. banking agencies are expected to propose U.S. NSFR rules during 2015 (for additional information on the Basel Committee’s final NSFR rules, see “Managing Global Risk—Market Risk—Funding and Liquidity Risk” below). Several aspects of the Basel Committee’s final NSFR rules will likely require further analysis and clarification, including with respect to the calculation of derivative assets and liabilities and netting of these assets. The final rules also leave discretion to national supervisors (i.e., the U.S. banking agencies) in several areas. Accordingly, like other areas of regulatory reform, it remains uncertain whether the U.S. NSFR rules might be more restrictive than the Basel Committee’s final NSFR. It also remains uncertain whether other entities or subsidiaries within Citi’s structure will be required to comply with the NSFR requirements, as well as the parameters of any such requirements.

Until these parameters are known, it is not possible to determine the potential impact to Citi’s, or its subsidiaries’, liquidity planning, management or funding. Moreover, to the extent other jurisdictions propose or adopt quantitative liquidity requirements that differ from any of the Basel Committee’s or the U.S. liquidity requirements, Citi could be at a competitive disadvantage because of its global footprint or could be required to meet different minimum liquidity standards in some or all of the jurisdictions in which it operates.




57









For a discussion of the potential negative impacts to Citi’s liquidity planning, management and funding resulting from the U.S. GSIB capital surcharge proposal and the FSB’s TLAC proposal, see “Regulatory Risks” above.




The Maintenance of Adequate Liquidity and Funding Depends on Numerous Factors, Including Those Outside of Citi’s Control, Such as Market Disruptions and Increases in Citi’s Credit Spreads.

As a global financial institution, adequate liquidity and sources of funding are essential to Citi’s businesses. Citi’s liquidity and sources of funding can be significantly and negatively impacted by factors it cannot control, such as general disruptions in the financial markets, governmental fiscal and monetary policies, or negative investor perceptions of Citi’s creditworthiness.

In addition, Citi’s cost and ability to obtain deposits, secured funding and long-term unsecured funding are directly related to its credit spreads. Changes in credit spreads constantly occur and are market driven, including both external market factors and factors specific to Citi, and can be highly volatile. Citi’s credit spreads may also be influenced by movements in the costs to purchasers of credit default swaps referenced to Citi’s long-term debt, which are also impacted by these external and Citi-specific factors. Moreover, Citi’s ability to obtain funding may be impaired if other market participants are seeking to access the markets at the same time, or if market appetite is reduced, as is likely to occur in a liquidity or other market crisis. In addition, clearing organizations, regulators, clients and financial institutions with which Citi interacts may exercise the right to require additional collateral based on these market perceptions or market conditions, which could further impair Citi’s access to and cost of funding.

As a holding company, Citi relies on dividends, distributions and other payments from its subsidiaries to fund dividends as well as to satisfy its debt and other obligations. Several of Citi’s U.S. and non-U.S. subsidiaries are or may be subject to capital adequacy or other regulatory or contractual restrictions on their ability to provide such payments, including any local regulatory stress test requirements or the proposed TLAC requirements (see “Regulatory Risks” above). Limitations on the payments that Citi receives from its subsidiaries could also impact its liquidity.



The Credit Rating Agencies Continuously Review the Credit Ratings of Citi and Certain of Its Subsidiaries, and Ratings Downgrades Could Have a Negative Impact on Citi’s Funding and Liquidity Due to Reduced Funding Capacity and Increased Funding Costs, Including Derivatives Triggers That Could Require Cash Obligations or Collateral Requirements.

The credit rating agencies, such as Fitch, Moody’s and S&P, continuously evaluate Citi and certain of its subsidiaries, and their ratings of Citi and its more significant subsidiaries’ long-term/senior debt and short-term/commercial paper, as applicable, are based on a number of factors, including standalone financial strength, as well as factors not entirely within the control of Citi and its subsidiaries, such as the




agencies’ proprietary rating agency methodologies and assumptions, the rating agencies’ “government support uplift” assumptions, and conditions affecting the financial services industry and markets generally.

Citi and its subsidiaries may not be able to maintain their current respective ratings. Ratings downgrades could negatively impact Citi’s ability to access the capital markets and other sources of funds as well as the costs of those funds, and its ability to maintain certain deposits. A ratings downgrade could also have a negative impact on Citi’s funding and liquidity due to reduced funding capacity, including derivative triggers, which could take the form of cash obligations and collateral requirements. In addition, a ratings downgrade could also have a negative impact on other funding sources, such as secured financing and other margined transactions for which there are no explicit triggers, as well as on contractual provisions, which contain minimum ratings thresholds in order for Citi to hold third-party funds.

Moreover, credit ratings downgrades can have impacts, which may not be currently known to Citi or which are not possible to quantify. For example, some entities may have ratings limitations as to their permissible counterparties, of which Citi may or may not be aware. In addition, certain of Citi’s corporate customers and trading counterparties, among other clients, could re-evaluate their business relationships with Citi and limit the trading of certain contracts or market instruments with Citi in response to ratings downgrades. Changes in customer and counterparty behavior could impact not only Citi’s funding and liquidity but also the results of operations of certain Citi businesses. For additional information on the potential impact of a reduction in Citi’s or Citibank, N.A.’s credit ratings, see “Managing Global Risk—Market Risk—Funding and Liquidity—Credit Ratings” below.




LEGAL RISKS




Citi Is Subject to Extensive Legal and Regulatory Proceedings, Investigations and Inquiries That Could Result in Significant Penalties and Other Impacts on Citi, Its Businesses and Results of Operations.

At any given time, Citi is defending a significant number of legal and regulatory proceedings and is subject to numerous governmental and regulatory examinations, investigations and other inquiries. The frequency with which such proceedings, investigations and inquiries are initiated, and the severity of the remedies sought (and in several cases obtained), have increased substantially over the last few years, and the global judicial, regulatory and political environment generally remains hostile to large financial institutions such as Citi.

Continued heightened scrutiny of the financial services industry by regulators and other enforcement authorities has led to questioning of industry practices and additional expectations regarding Citi’s management and oversight of third parties doing business with Citi (e.g., vendors). In addition, U.S. and non-U.S. regulators are increasingly focused on “conduct risk,” a term that is used to describe the risks associated with misconduct by employees and agents that could harm consumers, investors, or the markets, such as failures to safeguard consumers’ and investors’ personal




58









information and improperly creating, selling and marketing products and services, among other forms of misconduct. The increased scrutiny and expectations of financial institutions, including Citi, and the questioning of the overall “culture” of Citi and the financial services industry generally as well as the effectiveness of Citi’s control functions, has and could continue to lead to more regulatory or other enforcement proceedings. While Citi takes numerous steps to prevent and detect misconduct by employees and agents, misconduct may not always be deterred or prevented.

In addition, the complexity of the federal and state regulatory and enforcement regimes in the U.S., coupled with the global scope of Citi’s operations and the continued aggressiveness of the regulatory environment worldwide, also means that a single event may give rise to a large number of overlapping investigations and regulatory proceedings, either by multiple federal and state agencies in the U.S. or by multiple regulators and other governmental entities in different jurisdictions.

For example, Citi is subject to extensive legal and regulatory inquiries, actions and investigations, including by the Antitrust Division and the Criminal Division of the U.S. Department of Justice, relating to Citi’s contribution to, or trading in products linked to, rates or benchmarks. These rates and benchmarks may relate to foreign exchange rates (such as the WM/Reuters fix), interest rates (such as the London Inter-Bank Offered Rate (LIBOR) or ISDAFIX), or other prices. Like other banks with operations in the U.S., Citi is also subject to continuing oversight by bank regulators, and inquiries and investigations by other governmental and regulatory authorities, with respect to its anti-money laundering program.

The severity of the remedies sought in these and the other legal and regulatory proceedings to which Citi is subject has increased substantially in recent years. U.S. and certain international governmental entities have emphasized a willingness to bring criminal actions against, or seek criminal convictions from, financial institutions, and criminal prosecutors in the U.S. have increasingly sought and obtained criminal guilty pleas or deferred prosecution agreements against corporate entities and other criminal sanctions from those institutions. Such actions can have significant collateral consequences for a subject financial institution, including loss of customers and business, and the inability to offer certain products or services and/or operate certain businesses. In addition, in recent years Citi has entered into consent orders and paid substantial fines and penalties, or provided monetary and other relief, in connection with the resolution of its extensive legal and regulatory matters. Citi may be required to accept or be subject to similar types of criminal or other remedies, fines, penalties and other requirements in the future, any of which could materially and negatively affect Citi’s businesses, business practices, financial condition or results of operations, require material changes in Citi’s operations, or cause Citi reputational harm. Resolution of these matters also results in significant time, expense and diversion of management’s attention.

Further, many large claims asserted against Citi are highly complex and slow to develop, and may involve novel




or untested legal theories. The outcome of such proceedings is difficult to predict or estimate until late in the proceedings, which may last several years. Although Citi establishes accruals for its legal and regulatory matters according to accounting requirements, the amount of loss ultimately incurred in relation to those matters may be substantially higher than the amounts accrued. In addition, certain settlements are subject to court approval and may not be approved.

For additional information relating to Citi’s legal and regulatory proceedings, see Note 28 to the Consolidated Financial Statements.




BUSINESS AND OPERATIONAL RISKS




Citi’s Ability to Return Capital to Shareholders Substantially Depends on the CCAR Process and the Results of Regulatory Stress Tests.

In addition to Board of Directors’ approval, any decision by Citi to return capital to shareholders, whether through an increase in its common stock dividend or through a share repurchase program, substantially depends on regulatory approval, including through the annual Comprehensive Capital Analysis and Review (CCAR) process required by the Federal Reserve Board and the supervisory stress tests required under the Dodd-Frank Act.

In March 2014, the Federal Reserve Board announced that it objected to the capital plan submitted by Citi as part of the 2014 CCAR process, meaning Citi was not able to increase its return of capital to shareholders as it had requested. Citi must address the Federal Reserve Board’s concerns, expectations and requirements regarding Citi’s capital planning process in order to return additional capital to shareholders under the 2015 CCAR process. Restrictions on Citi’s ability to return capital to shareholders as a result of the 2014 CCAR process negatively impacted market and investor perceptions of Citi, and continued restrictions could do so in the future.

Citi’s ability to accurately predict or explain to stakeholders the outcome of the CCAR process, and thus address any such market or investor perceptions, is complicated by the Federal Reserve Board’s evolving criteria employed in its overall aggregate assessment of Citi. The Federal Reserve Board’s assessment of Citi is conducted not only by using the Board’s proprietary stress test models, but also a number of qualitative factors, including a detailed assessment of Citi’s “capital adequacy process,” as defined by the Federal Reserve Board. These qualitative factors were cited by the Federal Reserve Board in its objection to Citi’s 2014 capital plan, and the Board has stated that it expects leading capital adequacy practices will continue to evolve and will likely be determined by the Board each year as a result of its cross-firm review of capital plan submissions.

Similarly, the Federal Reserve Board has indicated that, as part of its stated goal to continually evolve its annual stress testing requirements, several parameters of the annual stress testing process may be altered from time to time, including the severity of the stress test scenario, Federal Reserve Board modeling of Citi’s balance sheet and the addition of




59









components deemed important by the Federal Reserve Board (e.g., a counterparty failure). In addition, as part of the Federal Reserve Board’s U.S. GSIB proposal, the Federal Reserve Board indicated that it may consider, at some point in the future, that some or all of Citi’s GSIB surcharge be integrated into its post-stress test minimum capital requirements. These parameter and other alterations could further increase the level of capital Citi must meet as part of the stress tests, thus potentially impacting levels of capital returns to shareholders.

Further, because it is not clear how the Federal Reserve Board’s proprietary stress test models and qualitative assessment may differ from the modeling techniques and capital planning practices employed by Citi, it is likely that Citi’s stress test results (using its own models, estimation methodologies and processes) may not be consistent with those disclosed by the Federal Reserve Board, thus potentially leading to additional confusion and impacts to Citi’s perception in the market.




Citi’s Ability to Achieve Its 2015 Efficiency and Return on Assets Targets Will Depend in Part on the Successful Achievement of Its Execution Priorities.

In March 2013, Citi established 2015 financial targets for Citicorp’s operating efficiency ratio and Citigroup’s return on assets. Citi’s ability to achieve these targets will depend in part on the successful achievement of its execution priorities, including efficient resource allocation, which includes disciplined expense management; a continued focus on the wind-down of Citi Holdings and maintaining Citi Holdings at or above “break even”; and utilization of its DTAs (see below). Citi’s ability to achieve its targets will also depend on factors which it cannot control, such as ongoing regulatory changes, continued higher regulatory and compliance costs and macroeconomic conditions, among others. While Citi continues to take actions to achieve its execution priorities, there is no guarantee that Citi will be successful.

Citi continues to pursue its disciplined expense-management strategy, including re-engineering, restructuring operations and improving efficiency. However, there is no guarantee that Citi will be able to reduce its level of expenses as a result of announced repositioning actions, efficiency initiatives or otherwise, and investments Citi has made in its businesses, or may make in the future, may not be as productive or effective as Citi expects or at all. Citi’s expenses also depend, in part, on factors not entirely within its control. For example, during 2014, Citi incurred significant legal and related costs in order to resolve various of its extensive legal and regulatory proceedings and inquiries. In order to achieve its 2015 financial targets, Citi will need to significantly reduce its legal and related costs, as well as repositioning expenses, from 2014 levels.

In addition, while Citi has made significant progress in winding-down Citi Holdings over the last several years, maintaining Citi Holdings at or above “break even” in 2015 will be important to achieving its return on assets target. As discussed under “Global Consumer Banking” and “Institutional Clients Group” above, beginning in the first quarter of 2015, Citi will be reporting certain of its non-core




consumer and institutional businesses as part of Citi Holdings. While Citi expects to maintain Citi Holdings at or above “break even” in 2015 even with the inclusion of these businesses, it may not be able to do so due to factors it cannot control, as described above. In addition, as described under “Citi Holdings” above, the remaining assets in Citi Holdings as of December 31, 2014 consisted of North America consumer mortgages as well as larger remaining businesses, including Citi’s legacy CitiFinancial business, and, beginning in the first quarter of 2015, the non-core consumer and institutional businesses referenced above. While Citi’s strategy continues to be to reduce the assets in Citi Holdings as quickly as practicable in an economically rational manner, and it expects to substantially complete the exit of the consumer businesses moved to Citi Holdings in the first quarter by the end of 2015, sales of the remaining larger businesses in Citi Holdings will also depend on factors outside of Citi’s control, such as market appetite and buyer funding, and the remaining mortgage assets will largely continue to be subject to ongoing run-off and opportunistic sales. As a result, Citi Holdings’ remaining assets could have a negative impact on Citi’s overall results of operations or financial condition.




Citi’s Ability to Utilize Its DTAs, and Thus Reduce the Negative Impact of the DTAs on Citi’s Regulatory Capital, Will Be Driven by Its Ability to Generate U.S. Taxable Income.

At December 31, 2014, Citi’s net DTAs were $49.5 billion, of which approximately $34.3 billion was excluded from Citi’s Common Equity Tier 1 Capital, on a fully implemented basis, under the final U.S. Basel III rules (for additional information, see “Capital Resources—Components of Capital under Basel III (Advanced Approaches with Full Implementation)” above). In addition, of the net DTAs as of year-end 2014, approximately $17.6 billion related to foreign tax credit carry-forwards (FTCs). The carry-forward utilization period for FTCs is 10 years and represents the most time-sensitive component of Citi’s DTAs. Of the FTCs at year-end 2014, approximately $1.9 billion expire in 2017, $5.2 billion expire in 2018 and the remaining $10.5 billion expire over the period of 2019–2023. Citi must utilize any FTCs generated in the then-current year prior to utilizing any carry-forward FTCs.

The accounting treatment for realization of DTAs, including FTCs, is complex and requires significant judgment and estimates regarding future taxable earnings in the jurisdictions in which the DTAs arise and available tax planning strategies. Citi’s ability to utilize its DTAs, including the FTC components, and thus use the capital supporting the DTAs for more productive purposes, will be dependent upon Citi’s ability to generate U.S. taxable income in the relevant tax carry-forward periods. Failure to realize any portion of the DTAs would also have a corresponding negative impact on Citi’s net income.

In addition, with regard to FTCs, utilization will be influenced by actions to optimize U.S. taxable earnings for the purpose of consuming the FTC carry-forward component of the DTAs prior to expiration. These FTC actions, however, may serve to increase the DTAs for other less time sensitive components. Moreover, tax return limitations on FTCs and




60









general business credits that cause Citi to incur current tax expense, notwithstanding its tax carry-forward position, could impact the rate of overall DTA utilization.

DTA utilization will also continue to be driven by movements in Citi’s Accumulated other comprehensive income, which can be impacted by changes in interest rates and foreign exchange rates.

For additional information on Citi’s DTAs, including the FTCs, see “Significant Accounting Policies and Significant Estimates—Income Taxes” below and Note 9 to the Consolidated Financial Statements.




The Value of Citi’s DTAs Could Be Significantly Reduced If

Corporate Tax Rates in the U.S. or Certain State or Foreign Jurisdictions Decline or as a Result of Other Changes in the

U.S. Corporate Tax System.

Congress and the Obama Administration have discussed decreasing the U.S. corporate tax rate. Similar discussions have taken place in certain local, state and foreign jurisdictions, including in New York City and Japan. While Citi may benefit in some respects from any decrease in corporate tax rates, a reduction in the U.S., state or foreign corporate tax rates could result in a decrease, perhaps significant, in the value of Citi’s DTAs, which would result in a reduction to Citi’s net income during the period in which the change is enacted. There have also been recent discussions of more sweeping changes to the U.S. tax system. It is uncertain whether or when any such tax reform proposals will be enacted into law, and whether or how they will affect Citi’s DTAs.




Citi’s Interpretation or Application of the Extensive Tax Laws to Which It Is Subject Could Differ from Those of the Relevant Governmental Authorities, Which Could Result in the Payment of Additional Taxes and Penalties.

Citi is subject to the various tax laws of the U.S. and its states and municipalities, as well as the numerous foreign jurisdictions in which it operates. These tax laws are inherently complex and Citi must make judgments and interpretations about the application of these laws to its entities, operations and businesses. Citi’s interpretations and application of the tax laws, including with respect to withholding tax obligations and stamp and other transactional taxes, could differ from that of the relevant governmental taxing authority, which could result in the potential for the payment of additional taxes, penalties or interest, which could

be material.




Citi’s Operational Systems and Networks Have Been, and Will Continue to Be, Subject to an Increasing Risk of Continually Evolving Cybersecurity or Other Technological Risks Which Could Result in the Disclosure of Confidential Client or Customer Information, Damage to Citi’s Reputation, Additional Costs to Citi, Regulatory Penalties and Financial Losses.

A significant portion of Citi’s operations relies heavily on the secure processing, storage and transmission of confidential and other information as well as the monitoring of a large number of complex transactions on a minute-by-minute basis.




For example, through its Global Consumer Banking, credit card and securities services businesses, Citi obtains and stores an extensive amount of personal and client-specific information for its retail, corporate and governmental customers and clients and must accurately record and reflect their extensive account transactions. With the evolving proliferation of new technologies and the increasing use of the Internet and mobile devices to conduct financial transactions, large, global financial institutions such as Citi have been, and will continue to be, subject to an increasing risk of cyber incidents from these activities.

Citi’s computer systems, software and networks are subject to ongoing cyber incidents such as unauthorized access; loss or destruction of data (including confidential client information); account takeovers; unavailability of service; computer viruses or other malicious code; cyber attacks; and other events. These threats may arise from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Additional challenges are posed by external parties, including extremist parties and certain foreign state actors that engage in cyber activities as a means to promote political ends. As further evidence of the increasing and potentially significant impact of cyber incidents, during 2014, certain U.S. financial institutions reported cyber incidents affecting their computer systems that resulted in the data of millions of customers being compromised. In addition, several U.S. retailers and other multinational companies reported cyber incidents that compromised customer data.

While these incidents did not impact, or did not have a material impact, on Citi, Citi has been subject to other intentional cyber incidents from external sources over the last several years, including (i) denial of service attacks, which attempted to interrupt service to clients and customers; (ii) data breaches, which aimed to obtain unauthorized access to customer account data; and (iii) malicious software attacks on client systems, which attempted to allow unauthorized entrance to Citi’s systems under the guise of a client and the extraction of client data. While Citi’s monitoring and protection services were able to detect and respond to the incidents targeting its systems before they became significant, they still resulted in limited losses in some instances as well as increases in expenditures to monitor against the threat of similar future cyber incidents. There can be no assurance that such cyber incidents will not occur again, and they could occur more frequently and on a more significant scale.

Although Citi devotes significant resources to implement, maintain, monitor and regularly upgrade its systems and networks with measures such as intrusion detection and prevention and firewalls to safeguard critical business applications, there is no guarantee that these measures or any other measures can provide absolute security. In addition, because the methods used to cause cyber attacks change frequently or, in some cases, are not recognized until launched, Citi may be unable to implement effective preventive measures or proactively address these methods.

If Citi were to be subject to a cyber incident, it could result in the disclosure of confidential client information, damage to Citi’s reputation with its clients and the market,




61









customer dissatisfaction, additional costs to Citi (such as repairing systems, replacing customer payment cards or adding new personnel or protection technologies), regulatory penalties, exposure to litigation and other financial losses to both Citi and its clients and customers. Such events could also cause interruptions or malfunctions in the operations of Citi (such as the lack of availability of Citi’s online banking system or mobile banking platform), as well as the operations of its clients, customers or other third parties. Given Citi’s global footprint and the high volume of transactions processed by Citi, certain errors or actions may be repeated or compounded before they are discovered and rectified, which would further increase these costs and consequences.

Third parties with which Citi does business may also be sources of cybersecurity or other technological risks. Citi outsources certain functions, such as processing customer credit card transactions, uploading content on customer-facing websites, and developing software for new products and services. These relationships allow for the storage and processing of customer information by third-party hosting of or access to Citi websites, which could result in service disruptions or website defacements, and the potential to introduce vulnerable code, resulting in security breaches impacting Citi customers. While Citi engages in certain actions to reduce the exposure resulting from outsourcing, such as performing onsite security control assessments, limiting third-party access to the least privileged level necessary to perform job functions and restricting third-party processing to systems stored within Citi’s data centers, ongoing threats may result in unauthorized access, loss or destruction of data or other cyber incidents with increased costs and consequences to Citi such as those discussed above. Furthermore, because financial institutions are becoming increasingly interconnected with central agents, exchanges and clearing houses, including as a result of the derivatives reforms over the last few years, Citi has increased exposure to operational failure or cyber attacks through third parties.

While Citi maintains insurance coverage that may, subject to policy terms and conditions including significant self-insured deductibles, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.




Citi Maintains Co-Branding and Private Label Relationships with Various Retailers and Merchants Within Its U.S. Credit Card Businesses in NA GCB, and the Failure to Maintain These Relationships Could Have a Significant Negative Impact on the Results of Operations or Financial Condition of Those Businesses.

Through its U.S. Citi-branded cards and Citi retail services credit card businesses within North America Global Consumer Banking (NA GCB), Citi maintains numerous co-branding and private label relationships with third-party retailers and merchants in the ordinary course of business pursuant to which Citi issues credit cards to customers of the retailers or merchants. Citi’s co-branding and private label agreements provide for shared economics between the parties and generally have a fixed term. Competition among card issuers such as Citi for these relationships is significant and these




agreements may not be extended or renewed by the parties. These agreements could also be terminated due to, among other factors, a breach by Citi of its responsibilities under the applicable agreement, a breach by the retailer or merchant under the agreement, or external factors, including bankruptcies, liquidations, restructurings or consolidations and other similar events that may occur. While various mitigating factors could be available in the event of the loss of one or more of these relationships, such as replacing the retailer or merchant or by Citi offering new card products, the results of operations or financial condition of Citi-branded cards or Citi retail services, as applicable, or NA GCB could be negatively impacted, and the impact could be significant.




Citi May Incur Significant Losses If Its Risk Management Models, Processes or Strategies Are Ineffective.

Citi employs a broad and diversified set of risk management and mitigation processes and strategies, including the use of various risk models, in analyzing and monitoring the various risks Citi assumes in conducting its activities, such as credit, market and operational risks (for additional information regarding these areas of risk as well as risk management at Citi, see “Managing Global Risk” below). For example, Citi uses models as part of its various stress testing initiatives across the firm. Management of these risks is made even more challenging within a global financial institution such as Citi, particularly given the complex, diverse and rapidly changing financial markets and conditions in which Citi operates.

These models, processes and strategies are inherently limited because they involve techniques, including the use of historical data in some circumstances, and judgments that cannot anticipate every economic and financial outcome in the markets in which Citi operates nor can they anticipate the specifics and timing of such outcomes. Citi could incur significant losses if its risk management models, processes or strategies are ineffective in properly anticipating or managing these risks.




Citi’s Performance and the Performance of Its Individual Businesses Could Be Negatively Impacted If Citi Is Not Able to Hire and Retain Qualified Employees for Any Reason.

Citi’s performance and the performance of its individual businesses is largely dependent on the talents and efforts of highly skilled employees. Specifically, Citi’s continued ability to compete in its businesses, to manage its businesses effectively and to continue to execute its overall global strategy depends on its ability to attract new employees and to retain and motivate its existing employees. Citi’s ability to attract and retain employees depends on numerous factors, including its culture, compensation, the management and leadership of the company as well as its individual businesses, Citi’s presence in the particular market or region at issue and the professional opportunities it offers.

The banking industry has and may continue to experience more stringent regulation of employee compensation, including limitations relating to incentive-based compensation, clawback requirements and special taxation. Moreover, given its continued focus on the emerging markets,




62









Citi is often competing for qualified employees in these markets with entities that have a significantly greater presence in the region or are not subject to significant regulatory restrictions on the structure of incentive compensation. If Citi is unable to continue to attract and retain qualified employees for any reason, Citi’s performance, including its competitive position, the successful execution of its overall strategy and its results of operations could be negatively impacted.




Incorrect Assumptions or Estimates in Citi’s Financial Statements Could Cause Significant Unexpected Losses in the Future, and Changes to Financial Accounting and Reporting Standards or Interpretations Could Have a Material Impact on How Citi Records and Reports Its Financial Condition and Results of Operations.

Citi is required to use certain assumptions and estimates in preparing its financial statements under U.S. GAAP, including determining credit loss reserves, reserves related to litigation and regulatory exposures, valuation of DTAs and the fair values of certain assets and liabilities, among other items. If Citi’s assumptions or estimates underlying its financial statements are incorrect or differ from actual future events, Citi could experience unexpected losses, some of which could be significant.

Moreover, the Financial Accounting Standards Board (FASB) is currently reviewing, or has proposed or issued, changes to several financial accounting and reporting standards that govern key aspects of Citi’s financial statements or interpretations thereof, including those areas where Citi is required to make assumptions or estimates. For example, the FASB has proposed a new accounting model intended to require earlier recognition of credit losses on financial instruments. The proposed accounting model would require that lifetime “expected credit losses” on financial assets not recorded at fair value through net income, such as loans and held-to-maturity securities, be recorded at inception of the financial asset, replacing the multiple existing impairment models under U.S. GAAP which generally require that a loss be “incurred” before it is recognized. For additional information on this and other proposed changes, see Note 1 to the Consolidated Financial Statements.

Changes to financial accounting or reporting standards or interpretations, whether promulgated or required by the FASB or other regulators, could present operational challenges and could require Citi to change certain of the assumptions or estimates it previously used in preparing its financial statements, which could negatively impact how it records and reports its financial condition and results of operations generally and/or with respect to particular businesses. In addition, the FASB is seeking to converge U.S. GAAP with International Financial Reporting Standards (IFRS) to the extent IFRS provides an improvement to accounting standards. Any transition to IFRS could further have a material impact on how Citi records and reports its financial results. For additional information on the key areas for which assumptions and estimates are used in preparing Citi’s financial statements, see “Significant Accounting Policies and Significant Estimates” below and Note 28 to the Consolidated Financial Statements.










63







Managing Global Risk Table of Contents









MANAGING GLOBAL RISK



65





Overview



65





Citi’s Risk Management Organization



65





Citi’s Compliance Organization



69





CREDIT RISK (1)



71





Credit Risk Management



71





Credit Risk Measurement and Stress Testing



71





Loans Outstanding



72





Details of Credit Loss Experience



73





Allowance for Loan Losses



75





Non-Accrual Loans and Assets and Renegotiated Loans



76





North America Consumer Mortgage Lending



80





Consumer Loan Details



85





Corporate Credit Details



88





MARKET RISK(1)



91





Market Risk Management



91





Funding and Liquidity Risk



91





Overview



91





High Quality Liquid Assets



91





Deposits



92





Long-Term Debt



93





Secured Funding Transactions and Short-Term Borrowings



95





Liquidity Management, Stress Testing and Measurement



96





Credit Ratings



97





Price Risk



100





Price Risk Measurement and Stress Testing



100





Price Risk—Non-Trading Portfolios (including Interest Rate Exposure)



100





Price Risk—Trading Portfolios (including VAR)



108





OPERATIONAL RISK



113





Operational Risk Management



113





Operational Risk Measurement and Stress Testing



113





COUNTRY AND CROSS-BORDER RISK



114





Country Risk



115





Cross-Border Risk



117










(1)

For additional information regarding certain credit risk, market risk and other quantitative and qualitative information, refer to Citi’s Pillar 3 Basel III Advanced Approaches Disclosures, as required by the rules of the Federal Reserve Board, on Citi’s Investor Relations website.










64









MANAGING GLOBAL RISK




Overview

Citigroup believes that effective risk management is of primary importance to its overall operations. Accordingly, Citi’s risk management process has been designed to monitor, evaluate and manage the principal risks it assumes in conducting its activities. Specifically, the activities that Citi engages in—and the risks those activities generate—must be consistent with Citi’s underlying commitment to the principles of “responsible finance” and in line with Citi's risk appetite. For Citi, responsible finance means conduct that is transparent, prudent and dependable, and that delivers better outcomes for Citi’s clients and society. Citi's risk appetite framework includes principle-based qualitative boundaries to guide behavior and quantitative boundaries within which the firm will operate, including capital strength and earnings power.

Citi selectively takes risks in support of its underlying customer-centric business strategy, while striving to ensure it operates within the principles of responsible finance. Reaching the goal of becoming an indisputably strong and stable institution goes beyond financial performance; ethics is an area where Citi has zero tolerance for breaches. Citi evaluates and rewards employees with specific consideration to their risk behaviors, including transparency, communication and escalation of concerns.

Citi’s risks are generally categorized into credit risk, market risk, operational risk and country and cross-border risk. Compliance risk can be found in all of these risk types.

Citi’s risk programs are based on three lines of defense: (i) business management, (ii) independent control functions and (iii) Internal Audit.








Business Management. Each of Citi’s businesses, including in-business risk personnel, own and manage the risks, including compliance risks, inherent in or arising from the business, and are responsible for having controls in place to mitigate key risks, performing manager assessments of internal controls, and promoting a culture of compliance and control.






Independent Control Functions. Citi’s independent control functions, including Compliance, Finance, Legal and Risk, set standards according to which Citi and its businesses are expected to manage and oversee risks, including compliance with applicable laws, regulatory requirements, policies and standards of ethical conduct. In addition, among other things, the independent control functions provide advice and training to Citi’s businesses and establish tools, methodologies, processes and oversight of controls used by the businesses to foster a culture of compliance and control and to satisfy those standards.






Internal Audit. Citi’s Internal Audit function independently reviews activities of the first two lines of defense discussed above based on a risk-based audit plan and methodology approved by the Citigroup Board of Directors.








Citi’s Risk Management Organization

Citi’s Risk function is an independent control function within Franchise Risk and Strategy. Citi’s Chief Risk Officer, with oversight from the Risk Management Committee of the Citigroup Board of Directors, as well as the full Board of Directors, is responsible for:








establishing core standards for the management, measurement and reporting of risk arising from business risk taking activities and the macroeconomic and market environments;






identifying, assessing, communicating and monitoring risks on a company-wide basis;






engaging with senior management on a frequent basis on material matters with respect to risk-taking activities in the businesses and related risk management processes; and






ensuring that the Risk function has adequate independence, authority, expertise, staffing, technology and resources.





As set forth in the chart below, Citi’s independent risk management organization is structured to facilitate the management of risk across three dimensions: businesses, regions and critical products.

Each of Citi’s major businesses has a Business Chief Risk Officer who is the focal point for risk decisions, such as setting risk limits or approving transactions in the business. The majority of staff in Citi’s risk management organization report to these Business Chief Risk Officers. There are also Chief Risk Officers for Citibank, N.A. and the Citi Holdings segment.

Regional Chief Risk Officers, for each of Asia, EMEA and Mexico and Latin America, are accountable for the risks in or affecting their geographic areas, including the legal entities in their region, and are the primary risk contacts for the regional business heads and local regulators.

Citi also has Product Chief Risk Officers for those risk areas of critical importance to Citi, currently fundamental credit, market and real estate risk, treasury, model validation and systemic risks. Product Chief Risk Officers are accountable for the risks within their specialties across businesses and regions. Product Chief Risk Officers also serve as a resource to Citi’s Chief Risk Officer, as well as to the Business and Regional Chief Risk Officers, to better enable the Business and Regional Chief Risk Officers to focus on day-to-day management of risks and responsiveness to the business. The Head of the Risk Governance Group ensures the ongoing development, enhancement and implementation of a proactive, prudent, and effective risk management framework and organization.

Each of the Business, Regional, Legal Entity and Product Chief Risk Officers reports to Citi’s Chief Risk Officer, who has a direct reporting line to the Risk Management Committee of the Citigroup Board of Directors and a dual reporting line to both Citi’s Chief Executive Officer and the Head of Franchise Risk and Strategy.




65











66









Policies and Processes

Citi has established robust processes to oversee the creation, ownership and ongoing management of Citi’s risk policy. Specifically, Citi’s Chief Risk Officer and the risk management executive committee (as described below), in some cases through established committees:








establish core policies to articulate rules and behaviors for activities where capital is at risk; and






establish policy standards, procedures, guidelines, risk limits and limit adherence processes covering new and current risk exposures across Citi that are aligned with Citi’s risk appetite.





Citi’s risk management processes include (i) key risk committees, (ii) risk aggregation and stress testing and (iii) risk capital.




Key Risk Committees. Citi has established risk committees across the Company that broadly cover either overall governance, or new or complex product governance:








Risk Management Executive Committee: Citi’s Chief Risk Officer chairs this committee. Members include all direct reports of Citi’s Chief Risk Officer, as well as certain reports of the Head of Franchise Risk and Strategy. The committee reviews key risk issues across businesses, products and regions.






Citibank, N.A. Risk Committee: Citibank, N.A.’s Chief Risk Officer chairs this committee. Members include the Citibank, N.A Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Compliance Officer, Chief Lending Officer and General Counsel. The committee reviews the risk appetite framework, thresholds and usage against the established thresholds for Citibank, N.A. The committee also reviews reports designed to monitor market, credit, operational and other risk types within the bank.






Business and Regional Consumer Risk Committees: These committees exist in all regions, with broad engagement from the businesses, risk and other control functions. These committees include the Global Consumer Banking Risk Committee, which is chaired by the GCB Chief Executive Officer with the GCB Chief Risk Officer as the vice chair. The committee monitors key performance trends, significant regulatory and control events and management actions.






ICG Risk Management Committee: This committee reviews ICG’s risk profile, discusses pertinent risk issues in trading, global transaction services, structuring and lending businesses and reviews strategic risk decisions for consistency with Citi’s risk appetite. Members include Citi’s Chief Risk Officer and Head of Franchise Risk and Strategy, as well as the Global Head of Markets and the ICG Chief Executive Officer and Chief Risk Officer.









Business Risk, Compliance and Control Committees: These committees, which exist at both sector and function levels, serve as a forum for senior management to review key internal control, legal, compliance, regulatory and other risk and control issues.






Business Practices Committee: This Citi-wide governance committee reviews practices involving potentially significant reputational or franchise issues. Each business also has its own business practices committee. These committees review whether Citi’s business practices have been designed and implemented in a way that meets the highest standards of professionalism, integrity and ethical behavior.






Risk Policy Coordination Group: This group ensures a consistent approach to risk policy architecture and risk management requirements across Citi. Members include independent risk representatives from each business, region and Citibank, N.A.





Citi has established the following committees to ensure that product risks are identified, evaluated and determined to be appropriate for Citi and its customers, including the existence of necessary approvals, controls and accountabilities:








New Product Approval Committee: This committee is designed to ensure that significant risks, including reputation and franchise risks, in a new ICG product or service or complex transaction, are identified and evaluated, determined to be appropriate, properly recorded for risk aggregation purposes, effectively controlled, and have accountabilities in place. Functions that participate in this committee’s reviews include Legal, Bank Regulatory, Risk, Compliance, Accounting Policy, Product Control, and the Basel Interpretive Committee. Citibank, N.A. management participates in reviews of proposals contemplating the use of bank chain entities.






Consumer Product Approval Committee (CPAC): This committee, which includes senior, multidisciplinary members, approves new products, services, channels or geographies for GCB. Each region has a regional CPAC, and a global CPAC addresses initiatives with high anti-money-laundering (AML) risk or cross-border elements. Members include senior Risk, Legal, Compliance, Bank Regulatory, Operations and Technology and Operational Risk executives, supported by other specialists, including fair lending. A member of Citibank, N.A. senior management also participates in the CPAC process.






Investment Products Risk Committee: This committee oversees two product approval committees that facilitate analysis and discussion of new retail investment products and services created and/or distributed by Citi.




-

Manufacturing Product Approval Committee: This committee has responsibility for reviewing new or modified products or transactions created by Citi that are distributed to individual investors as well as third-party retail distributors.





67











-

Distribution Product Approval Committee: This committee approves new investment products and services, including those created by third parties as part of Citi’s “open architecture” distribution model, before they are offered to individual investors via Citi distribution businesses (e.g., private bank, consumer, etc.). This committee also sets requirements for the periodic review of existing products and services.






Commercial Bank Product Approval Committee: This committee is designed to ensure that significant risks in a new or complex product, service, business line manufactured or provided by the Consumer and Commercial Bank (CCB) or by third parties for distribution to CCB clients, or certain modifications to existing products, services or business lines, undergo an appropriate and consistent level of review for CCB and its customers and are properly recorded and controlled.





Citi also has other committees that play critical risk management roles, such as Citi’s Asset and Liability Committee (ALCO) and the Operational Risk Council. For example, Citi’s ALCO sets the strategy of the liquidity portfolio and monitors its performance, including approving significant changes to portfolio asset allocations.




Risk Aggregation and Stress Testing

While Citi’s major risk areas are discussed individually on the following pages, these risks are also reviewed and managed in conjunction with one another and across Citi’s various businesses via its risk aggregation and stress testing processes. Moreover, Citi has established a formal policy governing its global systemic stress testing.

As noted above, independent risk management monitors and controls major risk exposures and concentrations across the organization. This requires the aggregation of risks, within and across businesses, as well as subjecting those risks to various stress scenarios in order to assess the potential economic impact they may have on Citi.

Stress tests are in place across Citi’s entire portfolio (i.e., trading, available-for-sale and accrual portfolios). These company-wide stress reports measure the potential impact to Citi and its component businesses of changes in various types of key risk factors (e.g., interest rates, credit spreads, etc.). The reports also measure the potential impact of a number of historical and hypothetical forward-looking systemic stress scenarios, as developed internally by independent risk management. These company-wide stress tests are produced on a monthly basis, and results are reviewed by Citi’s senior management and Board of Directors.




Supplementing the stress testing described above, independent risk management, with assistance from its businesses and Finance function, provides periodic updates to Citi’s senior management and Board of Directors on significant potential areas of concern across Citi that can arise from risk concentrations, financial market participants and other systemic issues. These areas of focus are intended to be forward-looking assessments of the potential economic impacts to Citi that may arise from these exposures.

The stress-testing and focus-position exercises described above supplement the standard limit-setting and risk-capital exercises described below, as these processes incorporate events in the marketplace and within Citi that impact the firm’s outlook on the form, magnitude, correlation and timing of identified risks that may arise. In addition to enhancing awareness and understanding of potential exposures, the results of these processes then serve as the starting point for developing risk management and mitigation strategies.

In addition to Citi’s ongoing, internal stress testing described above, Citi is also required to perform stress testing on a periodic basis for a number of regulatory exercises, including the Federal Reserve Board’s Comprehensive Capital Analysis and Review (CCAR) and the OCC’s Dodd-Frank Act Stress Testing (DFAST). These regulatory exercises typically prescribe certain defined scenarios under which stress testing should be conducted, and they also provide defined forms for the output of the results. For additional information, see “Risk Factors-Business and Operational Risks” above.




Risk Capital

Citi calculates and allocates risk capital across the Company in order to consistently measure risk taking across business activities and to assess risk-reward relationships. Risk capital is defined as the amount of capital required to absorb potential unexpected economic losses resulting from extremely severe events over a one-year time period.








“Economic losses” include losses that are reflected on Citi’s Consolidated Statements of Income and fair value adjustments to the Consolidated Financial Statements, as well as any further declines in value not captured on the Consolidated Statements of Income.






“Unexpected losses” are the difference between potential extremely severe losses and Citi’s expected (average) loss over a one-year time period.






“Extremely severe” is defined as potential loss at a 99.97% confidence level, based on the distribution of observed events and scenario analysis.





The drivers of economic losses are risks which, for Citi, are broadly categorized as credit risk, market risk and operational risk. Citi’s risk capital framework is reviewed and enhanced on a regular basis in light of market developments and evolving practices.













68









Citi’s Compliance Organization

Compliance is an independent control function within Franchise Risk and Strategy that is designed to protect Citi not only by managing adherence to applicable laws, regulations and other standards of conduct, but also by promoting business behavior and activity that is consistent with global standards for responsible finance.

While principal responsibility for compliance rests with business managers and their teams, all employees of Citi are responsible for protecting the franchise by (i) engaging in responsible finance; (ii) understanding and adhering to the compliance requirements that apply to their day-to-day activities, including Citi’s Code of Conduct and other Citi policies, standards and procedures; and (iii) seeking advice from the Compliance function with questions regarding compliance requirements and promptly reporting violations of laws, rules, regulations, Citi policies or relevant ethical standards. Citi’s compliance risk management starts with Citi’s Board of Directors and senior management, who set the tone from the top by promoting a strong culture of ethics, compliance and control.

Citi’s compliance program is based on the three lines of defense, as described above.




Compliance Risk Appetite Framework

Guided by the principle of responsible finance, Citi seeks to eliminate, minimize, or mitigate compliance risk. Compliance risk is the risk arising from violations of, or non-conformance with, local, national, or cross-border laws, rules, or regulations, Citi’s own internal policies and procedures, or relevant ethical standards.

Citi manages its compliance risk appetite through a three-pillar approach:








Setting risk appetite: Citi establishes its compliance risk appetite by setting limits on the types of business in which Citi will engage, the products and services Citi will offer, the types of customers which Citi will service, the counterparties with which Citi will deal, and the locations where Citi will do business. These limits are guided by adherence to the highest ethical standards.






Adhering to risk appetite: Citi manages adherence to its compliance risk appetite through the execution of its compliance program, which includes customer onboarding processes, product development processes, transaction monitoring processes, conduct risk program, ethics program, and new products, services, and complex transactions approval processes.






Evaluating the effectiveness of risk appetite controls: The business and compliance evaluate the effectiveness of controls governing compliance risk appetite through the Manager’s Control Assessment (MCA) processes; compliance testing; compliance monitoring processes; compliance risk assessments; compliance metrics related to key operating risks, key risk indicators and control effectiveness indicators; and the Internal Audit function.








The elements supporting these three pillars are discussed in greater detail below.

Citi’s Compliance Function

Compliance aims to execute Citi’s compliance risk appetite framework-and thus eliminate, minimize, or manage compliance risk-through Citi’s compliance program. To achieve this mission, the Compliance function seeks to:








Understand the regulatory environment, requirements and expectations to which Citi’s activities are subject. Compliance coordinates with Legal and other independent control functions, as appropriate, to identify, communicate and document key regulatory requirements.






Assess the compliance risks of business activities and the state of mitigating controls, including the risks and controls in legal entities in which activity is conducted. To facilitate the identification and assessment of compliance risk, Compliance works with the businesses and other independent control functions to review significant compliance and regulatory issues and the results of testing, monitoring, and internal and external exams and audits.






In conjunction with Citi’s Board of Directors and senior management, define Citi’s appetite for prudent compliance and regulatory risk consistent with its culture for compliance, control and responsible finance.


As noted above, Citi has developed a compliance risk appetite framework designed to eliminate, minimize or mitigate compliance risk.





Develop controls and execute programs reasonably designed to limit conduct to that consistent with Citi’s compliance and regulatory risk appetite and promptly detect and mitigate behavior that violates those limits. Compliance has business-specific compliance functions (e.g., Global Consumer Banking and Institutional Clients Group), regional programs, and thematic groups and programs (e.g., the AML Program and the Conduct, Governance, and Emerging Risk Management group) that aim to mitigate Citi’s exposure to conduct that is inconsistent with its compliance risk appetite.






Detect, report on, escalate and remediate key compliance and franchise risks and control issues; test controls for design and operating effectiveness, promptly address issues, and track remediation efforts.


Compliance designs and implements policies, standards, procedures, guidelines, surveillance reports and other solutions for use by the business and compliance to promptly detect, address and remediate issues, test controls for design and operating effectiveness, and track remediation efforts.




69













Engage with the Board, business management, operating committees and Citi’s regulators to foster effective global governance. Compliance provides regular reports on emerging risks and other issues and their implications for Citi, as well as compliance program performance, to the Citigroup and Citibank, N.A. Boards of Directors, including the Audit and Ethics and Culture Committees, as well as other committees of the Boards.


Compliance also engages with business management on an ongoing basis through various mechanisms, including governance committees, and it supports and advises the businesses and other global functions in managing regulatory relationships.





Advise and train Citi personnel across businesses, functions, regions and legal entities in how to comply with laws, regulations and other standards of conduct. Compliance helps promote a strong culture of compliance and control by increasing awareness and capability across Citi on key compliance issues through training and communication programs. A fundamental element of Citi’s culture is the requirement that Citi conducts itself in accordance with the highest standards of ethical behavior. Compliance plays a key role in developing company-wide initiatives designed to further embed ethics in Citi’s culture. These initiatives include training for more than 40,000 senior employees that fosters ethical decision-making and underscores the importance of escalating issues. The initiatives also include a video series featuring senior leaders discussing difficult ethical decisions, regular communications on ethics and culture, and the development of enhanced tools to support ethical decision-making. Compliance partners with the businesses and other functions to develop and implement these and other ethics and culture initiatives.






Enhance the Compliance Program.


Compliance fulfills its obligation to enhance the compliance program in part by using its annual compliance risk assessment results to shape annual and multi-year program enhancements.




Organization Structure and Staff Independence

Citi’s Chief Compliance Officer manages the Compliance function. The Chief Compliance Officer or a designee is responsible for reporting significant compliance matters to Citi’s senior management, the Boards of Directors, their designated committees, and other relevant forums.

Citi’s Chief Compliance Officer reports to the Head of Franchise Risk and Strategy, who reports directly to Citi’s Chief Executive Officer. All compliance officers report directly to Citi’s Chief Compliance Officer through one of the above mentioned direct reports. This structure provides the required independence of Compliance from the revenue-producing lines of business.





































70









CREDIT RISK




Credit risk is the potential for financial loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligations. Credit risk arises in many of Citigroup’s business activities, including:








wholesale and retail lending;






capital markets derivative transactions;






structured finance; and






repurchase and reverse repurchase transactions.





Credit risk also arises from settlement and clearing activities, when Citi transfers an asset in advance of receiving its counter-value or advances funds to settle a transaction on behalf of a client. Concentration risk, within credit risk, is the risk associated with having credit exposure concentrated within a specific client, industry, region or other category.




Credit Risk Management

Credit risk is one of the most significant risks Citi faces as an institution. As a result, Citi has a well established framework in place for managing credit risk across all businesses. This includes a defined risk appetite, credit limits and credit policies, both at the business level as well as at the company-wide level. Citi’s credit risk management also includes processes and policies with respect to problem recognition, including “watch lists,” portfolio review, updated risk ratings and classification triggers.

With respect to Citi’s settlement and clearing activities, intra-day client usage of lines is closely monitored against limits, as well as against “normal” usage patterns. To the extent a problem develops, Citi typically moves the client to a secured (collateralized) operating model. Generally, Citi’s intra-day settlement and clearing lines are uncommitted and cancellable at any time.

To manage concentration of risk within credit risk, Citi has in place a concentration management framework consisting of industry limits, obligor limits and single-name triggers. In addition, as noted under “Managing Global Risk—Risk Aggregation and Stress Testing” above, independent risk management reviews concentration of risk across Citi’s regions and businesses to assist in managing this type of risk.







Credit Risk Measurement and Stress Testing

Credit exposures are generally reported in notional terms for accrual loans, reflecting the value at which the loans as well as loan and other off-balance sheet commitments are carried on the Consolidated Balance Sheet. Credit exposure arising from capital markets activities is generally expressed as the current mark-to-market, net of margin, reflecting the net value owed to Citi by a given counterparty.

The credit risk associated with these credit exposures is a function of the creditworthiness of the obligor, as well as the terms and conditions of the specific obligation. Citi assesses the credit risk associated with its credit exposures on a regular basis through its loan loss reserve process (see “Significant Accounting Policies and Significant Estimates” and Notes 1 and 16 to the Consolidated Financial Statements), as well as through regular stress testing at the company, business, geography and product levels. These stress-testing processes typically estimate potential incremental credit costs that would occur as a result of either downgrades in the credit quality or defaults of the obligors or counterparties.







71







Loans Outstanding








December 31,


In millions of dollars

2014

2013

2012

2011

2010


Consumer loans














In U.S. offices














Mortgage and real estate(1)

$

96,533




$

108,453




$

125,946




$

139,177




$

151,469





Installment, revolving credit, and other

14,450




13,398




14,070




15,616




28,291





Cards

112,982




115,651




111,403




117,908




122,384





Commercial and industrial

5,895




6,592




5,344




4,766




5,021





Lease financing
















1




2








$

229,860




$

244,094




$

256,763




$

277,468




$

307,167





In offices outside the U.S.












Mortgage and real estate(1)

$

54,462




$

55,511




$

54,709




$

52,052




$

52,175





Installment, revolving credit, and other

31,128




33,182




33,958




32,673




36,132





Cards

32,032




36,740




40,653




38,926




40,948





Commercial and industrial

22,561




24,107




22,225




21,915




18,028





Lease financing

609




769




781




711




665








$

140,792




$

150,309




$

152,326




$

146,277




$

147,948





Total Consumer loans

$

370,652




$

394,403




$

409,089




$

423,745




$

455,115





Unearned income

(682

)

(572

)

(418

)

(405

)

69





Consumer loans, net of unearned income

$

369,970




$

393,831




$

408,671




$

423,340




$

455,184





Corporate loans














In U.S. offices














Commercial and industrial

$

35,055




$

32,704




$

26,985




$

20,830




$

13,669





Loans to financial institutions

36,272




25,102




18,159




15,113




8,995





Mortgage and real estate(1)

32,537




29,425




24,705




21,516




19,770





Installment, revolving credit, and other

29,207




34,434




32,446




33,182




34,046





Lease financing

1,758




1,647




1,410




1,270




1,413








$

134,829




$

123,312




$

103,705




$

91,911




$

77,893





In offices outside the U.S.














Commercial and industrial

$

79,239




$

82,663




$

82,939




$

79,764




$

72,166





Loans to financial institutions

33,269




38,372




37,739




29,794




22,620





Mortgage and real estate(1)

6,031




6,274




6,485




6,885




5,899





Installment, revolving credit, and other

19,259




18,714




14,958




14,114




11,829





Lease financing

356




527




605




568




531





Governments and official institutions

2,236




2,341




1,159




1,576




3,644








$

140,390




$

148,891




$

143,885




$

132,701




$

116,689





Total Corporate loans

$

275,219




$

272,203




$

247,590




$

224,612




$

194,582





Unearned income

(554

)

(562

)

(797

)

(710

)

(972

)


Corporate loans, net of unearned income

$

274,665




$

271,641




$

246,793




$

223,902




$

193,610





Total loans—net of unearned income

$

644,635




$

665,472




$

655,464




$

647,242




$

648,794





Allowance for loan losses—on drawn exposures

(15,994

)

(19,648

)

(25,455

)

(30,115

)

(40,655

)


Total loans—net of unearned income and allowance for credit losses

$

628,641




$

645,824




$

630,009




$

617,127




$

608,139





Allowance for loan losses as a percentage of total loans—net of unearned income(2)

2.50

%

2.97

%

3.92

%

4.69

%

6.31

%


Allowance for Consumer loan losses as a percentage of total Consumer loans—net of unearned income(2)

3.68

%

4.34

%

5.57

%

6.45

%

7.81

%


Allowance for Corporate loan losses as a percentage of total Corporate loans—net of unearned income(2)

0.89

%

0.97

%

1.14

%

1.31

%

2.75

%




(1)

Loans secured primarily by real estate.




(2)

All periods exclude loans that are carried at fair value.




72







Details of Credit Loss Experience






In millions of dollars

2014

2013

2012

2011

2010


Allowance for loan losses at beginning of period

$

19,648




$

25,455




$

30,115




$

40,655




$

36,033





Provision for loan losses












Consumer

$

6,693




$

7,603




$

10,371




$

12,075




$

24,886





Corporate

135




1




87




(739

)

75







$

6,828




$

7,604




$

10,458




$

11,336




$

24,961





Gross credit losses












Consumer












In U.S. offices (1)(2)

$

6,780




$

8,402




$

12,226




$

15,767




$

24,183





In offices outside the U.S.

3,901




3,998




4,139




4,932




6,548





Corporate












Commercial and industrial, and other












In U.S. offices

66




125




154




392




1,222





In offices outside the U.S.

283




144




305




649




571





Loans to financial institutions












In U.S. offices

2




2




33




215




275





In offices outside the U.S.

13




7




68




391




111





Mortgage and real estate












In U.S offices

8




62




59




182




953





In offices outside the U.S.

55




29




21




171




286







$

11,108




$

12,769




$

17,005




$

22,699




$

34,149





Credit recoveries (3)












Consumer












In U.S. offices

$

1,122




$

1,073




$

1,302




$

1,467




$

1,323





In offices outside the U.S.

874




1,065




1,055




1,159




1,209





Corporate












Commercial & industrial, and other












In U.S offices

64




62




243




175




591





In offices outside the U.S.

63




52




95




93




115





Loans to financial institutions












In U.S. offices

1




1




















In offices outside the U.S.

11




20




43




89




132





Mortgage and real estate












In U.S offices






31




17




27




130





In offices outside the U.S.






2




19




2




26







$

2,135




$

2,306




$

2,774




$

3,012




$

3,526





Net credit losses












In U.S. offices (1)(2)

$

5,669




$

7,424




$

10,910




$

14,887




$

24,589





In offices outside the U.S.

3,304




3,039




3,321




4,800




6,034





Total

$

8,973




$

10,463




$

14,231




$

19,687




$

30,623





Other - net (4)(5)(6)(7)(8)(9)

$

(1,509

)

$

(2,948

)

$

(887

)

$

(2,189

)

$

10,284





Allowance for loan losses at end of period

$

15,994




$

19,648




$

25,455




$

30,115




$

40,655





Allowance for loan losses as a % of total loans(10)

2.50

%

2.97

%

3.92

%

4.69

%

6.31

%


Allowance for unfunded lending commitments(11)

$

1,063




$

1,229




$

1,119




$

1,136




$

1,066





Total allowance for loan losses and unfunded lending commitments

$

17,057




$

20,877




$

26,574




$

31,251




$

41,721





Net Consumer credit losses (1)(2)

$

8,685




$

10,262




$

14,008




$

18,073




$

28,199





As a percentage of average Consumer loans

2.28

%

2.63

%

3.43

%

4.15

%

5.72

%


Net Corporate credit losses

$

288




$

201




$

223




$

1,614




$

2,424





As a percentage of average Corporate loans

0.10

%

0.08

%

0.09

%

0.79

%

1.27

%




73












Allowance for loan losses at end of period(12)












Citicorp

$

11,465




$

13,174




$

14,623




$

16,699




$

22,366





Citi Holdings

4,529




6,474




10,832




13,416




18,289





Total Citigroup

$

15,994




$

19,648




$

25,455




$

30,115




$

40,655





Allowance by type












Consumer

$

13,605




$

17,064




$

22,679




$

27,236




$

35,406





Corporate

2,389




2,584




2,776




2,879




5,249





Total Citigroup

$

15,994




$

19,648




$

25,455




$

30,115




$

40,655







(1)

2012 includes approximately $635 million of incremental charge-offs related to the Office of the Comptroller of the Currency (OCC) guidance issued in the third quarter of 2012, which required mortgage loans to borrowers that have gone through Chapter 7 U.S. Bankruptcy Code to be written down to collateral value. There was a corresponding approximate $600 million release in the third quarter of 2012 allowance for loans losses related to these charge-offs. 2012 also includes a benefit to charge-offs of approximately $40 million related to finalizing the impact of the OCC guidance in the fourth quarter of 2012.




(2)

2012 includes approximately $370 million of incremental charge-offs related to previously deferred principal balances on modified loans in the first quarter of 2012. These charge-offs were related to anticipated forgiveness of principal in connection with the national mortgage settlement. There was a corresponding approximate $350 million reserve release in the first quarter of 2012 related to these charge-offs.




(3)

Recoveries have been reduced by certain collection costs that are incurred only if collection efforts are successful.




(4)

Includes all adjustments to the allowance for credit losses, such as changes in the allowance from acquisitions, dispositions, securitizations, foreign currency translation, purchase accounting adjustments, etc.




(5)

2014 includes reductions of approximately $1.1 billion related to the sale or transfer to held-for-sale (HFS) of various loan portfolios, which includes approximately $411 million related to the transfer of various real estate loan portfolios to HFS, approximately $204 million related to the transfer to HFS of a business in Greece, approximately $177 million related to the transfer to HFS of a business in Spain, approximately $29 million related to the transfer to HFS of a business in Honduras and approximately $108 million related to the transfer to HFS of various EMEA loan portfolios. Additionally, 2014 includes a reduction of approximately $463 million related to foreign currency translation.




(6)

2013 includes reductions of approximately $2.4 billion related to the sale or transfer to held-for-sale of various loan portfolios, which includes approximately $360 million related to the sale of Credicard and approximately $255 million related to a transfer to held-for-sale of a loan portfolio in Greece, approximately $230 million related to a non-provision transfer of reserves associated with deferred interest to Other assets which includes deferred interest and approximately $220 million related to foreign currency translation.




(7)

2012 includes reductions of approximately $875 million related to the sale or transfer to held-for-sale of various U.S. loan portfolios.




(8)

2011 includes reductions of approximately $1.6 billion related to the sale or transfer to held-for-sale of various U.S. loan portfolios, approximately $240 million related to the sale of the Egg Banking PLC credit card business, approximately $72 million related to the transfer of the Citi Belgium business to held-for-sale and approximately $290 million related to FX translation.




(9)

2010 primarily includes an addition of $13.4 billion related to the impact of consolidating entities in connection with Citi’s adoption of SFAS 166/167, reductions of approximately $2.7 billion related to the sale or transfer to held-for-sale of various U.S. loan portfolios and approximately $290 million related to the transfer of a U.K. first mortgage portfolio to held-for-sale.




(10)

December 31, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 exclude $5.9 billion, $5.0 billion, $5.3 billion, $5.3 billion and $4.4 billion, respectively, of loans which are carried at fair value.




(11)

Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in Other liabilities on the Consolidated Balance Sheet.




(12)

Allowance for loan losses represents management’s best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. See “Significant Accounting Policies and Significant Estimates” and Note 1 to the Consolidated Financial Statements below. Attribution of the allowance is made for analytical purposes only and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.







74







Allowance for Loan Losses

The following tables detail information on Citi’s allowance for loan losses, loans and coverage ratios as of December 31, 2014 and December 31, 2013:








December 31, 2014


In billions of dollars

Allowance for

loan losses

Loans, net of

unearned income

Allowance as a

percentage of loans(1)


North America cards(2)

$

4.9




$

114.0




4.3

%


North America mortgages(3)(4)

3.7




95.9




3.9





North America other

1.2




21.6




5.6





International cards

1.9




31.5




6.0





International other(5)

1.9




106.9




1.8





Total Consumer

$

13.6




$

369.9




3.7

%


Total Corporate

2.4




274.7




0.9





Total Citigroup

$

16.0




$

644.6




2.5

%




(1)

Allowance as a percentage of loans excludes loans that are carried at fair value.




(2)

Includes both Citi-branded cards and Citi retail services. The $4.9 billion of loan loss reserves represented approximately 15 months of coincident net credit loss coverage.




(3)

Of the $3.7 billion, approximately $3.5 billion was allocated to North America mortgages in Citi Holdings. The $3.7 billion of loan loss reserves represented approximately 53 months of coincident net credit loss coverage (for both total North America mortgages and Citi Holdings North America mortgages).




(4)

Of the $3.7 billion in loan loss reserves, approximately $1.2 billion and $2.5 billion are determined in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. Of the $95.9 billion in loans, approximately $80.4 billion and $15.2 billion of the loans are evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 16 to the Consolidated Financial Statements.




(5)

Includes mortgages and other retail loans.












December 31, 2013


In billions of dollars

Allowance for

loan losses

Loans, net of

unearned income

Allowance as a

percentage of loans(1)


North America cards(2)

$

6.2




$

116.8




5.3

%


North America mortgages(3)(4)

5.1




107.5




4.8





North America other

1.2




21.9




5.4





International cards

2.3




36.2




6.5





International other(5)

2.2




111.4




2.0





Total Consumer

$

17.0




$

393.8




4.3

%


Total Corporate

2.6




271.7




1.0





Total Citigroup

$

19.6




$

665.5




3.0

%




(1)

Allowance as a percentage of loans excludes loans that are carried at fair value.




(2)

Includes both Citi-branded cards and Citi retail services. The $6.2 billion of loan loss reserves represented approximately 18 months of coincident net credit loss coverage.




(3)

Of the $5.1 billion, approximately $4.9 billion was allocated to North America mortgages in Citi Holdings. The $5.1 billion of loan loss reserves represented approximately 26 months of coincident net credit loss coverage (for both total North America mortgages and Citi Holdings North America mortgages).




(4)

Of the $5.1 billion in loan loss reserves, approximately $2.4 billion and $2.7 billion are determined in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. Of the $107.5 billion in loans, approximately $88.6 billion and $18.5 billion of the loans are evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 16 to the Consolidated Financial Statements.




(5)

Includes mortgages and other retail loans.




75









Non-Accrual Loans and Assets and Renegotiated Loans

The following pages include information on Citi’s “Non-Accrual Loans and Assets” and “Renegotiated Loans.” There is a certain amount of overlap among these categories. The following summary provides a general description of each category:




Non-Accrual Loans and Assets:





Corporate and consumer (commercial market) non-accrual status is based on the determination that payment of interest or principal is doubtful.






Consumer non-accrual status is generally based on aging, i.e., the borrower has fallen behind in payments.






Mortgage loans in regulated bank entities discharged through Chapter 7 bankruptcy, other than Federal Housing Administration (FHA) insured loans, are classified as non-accrual. Non-bank mortgage loans discharged through Chapter 7 bankruptcy are classified as non-accrual at 90 days or more past due. In addition, home equity loans in regulated bank entities are classified as non-accrual if the related residential first mortgage loan is 90 days or more past due.






North America Citi-branded cards and Citi retail services are not included because under industry standards, credit card loans accrue interest until such loans are charged off, which typically occurs at 180 days contractual delinquency.


Renegotiated Loans:





Includes both corporate and consumer loans whose terms have been modified in a troubled debt restructuring (TDR).






Includes both accrual and non-accrual TDRs.





Non-Accrual Loans and Assets

The table below summarizes Citigroup’s non-accrual loans as of the periods indicated. Non-accrual loans may still be current on interest payments. In situations where Citi reasonably expects that only a portion of the principal owed will ultimately be collected, all payments received are reflected as a reduction of principal and not as interest income. For all other non-accrual loans, cash interest receipts are generally recorded as revenue.




76







Non-Accrual Loans








December 31,


In millions of dollars

2014

2013

2012

2011

2010


Citicorp

$

3,062




$

3,791




$

4,096




$

4,018




$

4,909





Citi Holdings

4,045




5,212




7,434




7,050




14,498





Total non-accrual loans

$

7,107




$

9,003




$

11,530




$

11,068




$

19,407





Corporate non-accrual loans(1)














North America

$

321




$

736




$

735




$

1,246




$

2,112





EMEA

267




766




1,131




1,293




5,337





Latin America

416




127




128




362




701





Asia

179




279




339




335




470





Total Corporate non-accrual loans

$

1,183




$

1,908




$

2,333




$

3,236




$

8,620





Citicorp

$

1,126




$

1,580




$

1,909




$

2,217




$

3,091





Citi Holdings

57




328




424




1,019




5,529





Total Corporate non-accrual loans

$

1,183




$

1,908




$

2,333




$

3,236




$

8,620





Consumer non-accrual loans(1)












North America

$

4,412




$

5,238




$

7,149




$

5,888




$

8,540





EMEA

32




138




380




387




652





Latin America

1,188




1,426




1,285




1,107




1,019





Asia

292




293




383




450




576





Total Consumer non-accrual loans

$

5,924




$

7,095




$

9,197




$

7,832




$

10,787





Citicorp

$

1,936




$

2,211




$

2,187




$

1,801




$

1,818





Citi Holdings

3,988




4,884




7,010




6,031




8,969





Total Consumer non-accrual loans

$

5,924




$

7,095




$

9,197




$

7,832




$

10,787







(1)

Excludes purchased distressed loans, as they are generally accreting interest. The carrying value of these loans was $421 million at December 31, 2014, $703 million at December 31, 2013, $537 million at December 31, 2012, $511 million at December 31, 2011, and $469 million at December 31, 2010.







77







The table below summarizes Citigroup’s other real estate owned (OREO) assets as of the periods indicated. This represents the carrying value of all real estate property acquired by foreclosure or other legal proceedings when Citi has taken possession of the collateral.








December 31,


In millions of dollars

2014

2013

2012

2011

2010


OREO(1)












Citicorp

$

96




$

79




$

49




$

86




$

840





Citi Holdings

164




338




391




480




863





Total OREO

$

260




$

417




$

440




$

566




$

1,703





North America

$

195




$

305




$

299




$

441




$

1,440





EMEA

8




59




99




73




161





Latin America

47




47




40




51




47





Asia

10




6




2




1




55





Total OREO

$

260




$

417




$

440




$

566




$

1,703





Other repossessed assets

$






$






$

1




$

1




$

28





Non-accrual assets—Total Citigroup














Corporate non-accrual loans

$

1,183




$

1,908




$

2,333




$

3,236




$

8,620





Consumer non-accrual loans

5,924




7,095




9,197




7,832




10,787





Non-accrual loans (NAL)

$

7,107




$

9,003




$

11,530




$

11,068




$

19,407





OREO

$

260




$

417




$

440




$

566




$

1,703





Other repossessed assets











1




1




28





Non-accrual assets (NAA)

$

7,367




$

9,420




$

11,971




$

11,635




$

21,138





NAL as a percentage of total loans

1.10

%

1.35

%

1.76

%

1.71

%

2.99

%


NAA as a percentage of total assets

0.40




0.50




0.64




0.62




1.10





Allowance for loan losses as a percentage of NAL(2)

225




218




221




272




209













Non-accrual assets—Total Citicorp

2014

2013

2012

2011

2010


Non-accrual loans (NAL)

$

3,062




$

3,791




$

4,096




$

4,018




$

4,909





OREO

96




79




49




86




840





Other repossessed assets

N/A




N/A




N/A




N/A




N/A





Non-accrual assets (NAA)

$

3,158




$

3,870




$

4,145




$

4,104




$

5,749





NAA as a percentage of total assets

0.18

%

0.22

%

0.24

%

0.25

%

0.36

%


Allowance for loan losses as a percentage of NAL(2)

374




348




357




416




456





Non-accrual assets—Total Citi Holdings














Non-accrual loans (NAL)

$

4,045




$

5,212




$

7,434




$

7,050




$

14,498





OREO

164




338




391




480




863





Other repossessed assets

N/A




N/A




N/A




N/A




N/A





Non-accrual assets (NAA)

$

4,209




$

5,550




$

7,825




$

7,530




$

15,361





NAA as a percentage of total assets

4.29

%

4.74

%

5.02

%

3.35

%

4.91

%


Allowance for loan losses as a percentage of NAL(2)

112




124




146




190




126







(1)

2014 reflects a decrease of $130 million related to the adoption of ASU 2014-14, which requires certain government guaranteed mortgage loans to be recognized as separate other receivables upon foreclosure. Prior periods have not been restated. For additional information, see Note 1 of the Consolidated Financial Statements.




(2)

The allowance for loan losses includes the allowance for Citi’s credit card portfolios and purchased distressed loans, while the non-accrual loans exclude credit card balances (with the exception of certain international portfolios) and purchased distressed loans as these continue to accrue interest until charge-off.




N/A Not available at the Citicorp or Citi Holdings level.




78









Renegotiated Loans

The following table presents Citi’s loans modified in TDRs.






In millions of dollars

Dec. 31, 2014

Dec. 31, 2013


Corporate renegotiated loans(1)






In U.S. offices






Commercial and industrial(2)

$

12




$

36





Mortgage and real estate(3)

106




143





Loans to financial institutions






14





Other

316




364







$

434




$

557





In offices outside the U.S.






Commercial and industrial(2)

$

105




$

161





Mortgage and real estate(3)

1




18





Other

39




58







$

145




$

237





Total Corporate renegotiated loans

$

579




$

794





Consumer renegotiated loans(4)(5)(6)(7)






In U.S. offices






Mortgage and real estate (8)

$

15,514




$

18,922





Cards

1,751




2,510





Installment and other

580




626







$

17,845




$

22,058





In offices outside the U.S.






Mortgage and real estate

$

695




$

641





Cards

656




830





Installment and other

586




834







$

1,937




$

2,305





Total Consumer renegotiated loans

$

19,782




$

24,363







(1)

Includes $135 million and $312 million of non-accrual loans included in the non-accrual assets table above at December 31, 2014 and December 31, 2013, respectively. The remaining loans are accruing interest.




(2)

In addition to modifications reflected as TDRs at December 31, 2014, Citi also modified $15 million and $34 million of commercial loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators) in offices inside and outside the U.S., respectively. These modifications were not considered TDRs because the modifications did not involve a concession (a required element of a TDR for accounting purposes).




(3)

In addition to modifications reflected as TDRs at December 31, 2014, Citi also modified $22 million of commercial real estate loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators) in offices inside the U.S. These modifications were not considered TDRs because the modifications did not involve a concession (a required element of a TDR for accounting purposes).




(4)

Includes $3,132 million and $3,637 million of non-accrual loans included in the non-accrual assets table above at December 31, 2014 and 2013, respectively. The remaining loans are accruing interest.




(5)

Includes $124 million and $29 million of commercial real estate loans at December 31, 2014 and 2013, respectively.




(6)

Includes $184 million and $295 million of other commercial loans at December 31, 2014 and 2013, respectively.




(7)

Smaller-balance homogeneous loans were derived from Citi’s risk management systems.




(8)

Reduction in 2014 includes $2,901 million related to TDRs sold or transferred to held-for-sale.




















Forgone Interest Revenue on Loans (1)






In millions of dollars

In U.S.

offices

In non-

U.S.

offices

2014

total


Interest revenue that would have been accrued at original contractual rates (2)

$

1,708




$

715




$

2,423





Amount recognized as interest revenue (2)

996




261




1,257





Forgone interest revenue

$

712




$

454




$

1,166










(1)

Relates to Corporate non-accrual loans, renegotiated loans and Consumer loans on which accrual of interest has been suspended.




(2)

Interest revenue in offices outside the U.S. may reflect prevailing local interest rates, including the effects of inflation and monetary correction in certain countries.











79









North America Consumer Mortgage Lending




Overview

Citi’s North America consumer mortgage portfolio consists of both residential first mortgages and home equity loans. At December 31, 2014, Citi’s North America consumer mortgage portfolio was $95.9 billion (compared to $107.5 billion at December 31, 2013), of which the residential first mortgage portfolio was $67.8 billion (compared to $75.9 billion at December 31, 2013), and the home equity loan portfolio was $28.1 billion (compared to $31.6 billion at December 31, 2013). At December 31, 2014, $34.4 billion of first mortgages was recorded in Citi Holdings, with the remaining $33.4 billion recorded in Citicorp. At December 31, 2014, $24.8 billion of home equity loans was recorded in Citi Holdings, with the remaining $3.3 billion recorded in Citicorp.

Citi’s residential first mortgage portfolio included $5.2 billion of loans with FHA insurance or Department of Veterans Affairs (VA) guarantees at December 31, 2014, compared to $7.7 billion at December 31, 2013. The decline during the year was primarily attributed to approximately $2.3 billion of mortgage loans with FHA insurance sold and transferred to held-for-sale, including $0.9 billion during the fourth quarter of 2014. Citi’s FHA/VA portfolio consists of loans to low-to-moderate-income borrowers with lower FICO (Fair Isaac Corporation) scores and generally higher loan-to-value ratios (LTVs). Credit losses on FHA loans are borne by the sponsoring governmental agency, provided that the insurance terms have not been rescinded as a result of an origination defect. With respect to VA loans, the VA establishes a loan-level loss cap, beyond which Citi is liable for loss. While FHA and VA loans have high delinquency rates, given the insurance and guarantees, respectively, Citi has experienced negligible credit losses on these loans.










In addition, Citi’s residential first mortgage portfolio included $0.8 billion of loans with origination LTVs above 80% that have insurance through mortgage insurance companies at December 31, 2014, compared to $1.1 billion at December 31, 2013. At December 31, 2014, the residential first mortgage portfolio also had $0.6 billion of loans subject to long-term standby commitments (LTSCs) with U.S. government-sponsored entities (GSEs) for which Citi has limited exposure to credit losses, compared to $0.8 billion at December 31, 2013. At December 31, 2014, Citi’s home equity loan portfolio also included $0.2 billion of loans subject to LTSCs with GSEs, compared to $0.3 billion at December 31, 2013, for which Citi also has limited exposure to credit losses. These guarantees and commitments may be rescinded in the event of loan origination defects. Citi’s allowance for loan loss calculations takes into consideration the impact of the guarantees and commitments described above.

As of December 31, 2014, Citi’s North America residential first mortgage portfolio contained approximately $3.8 billion of adjustable rate mortgages that are currently required to make a payment consisting of only accrued interest for the payment period, or an interest-only payment, compared to $5.0 billion at December 31, 2013. This decline resulted primarily from repayments, conversions to amortizing loans and loans sold/transferred to held-for-sale. Residential first mortgages with this payment feature are primarily to high-credit-quality borrowers who have on average significantly higher origination and refreshed FICO scores than other loans in the residential first mortgage portfolio, and have exhibited significantly lower 30+ delinquency rates as compared with residential first mortgages without this payment feature. As such, Citi does not believe the residential mortgage loans with this payment feature represent substantially higher risk in the portfolio.

Citi does not offer option-adjustable rate mortgages/negative-amortizing mortgage products to its customers. As a result, option-adjustable rate mortgages/negative-amortizing mortgages represent an insignificant portion of total balances, since they were acquired only incidentally as part of prior portfolio and business purchases.







80









North America Consumer Mortgage Quarterly Credit Trends—Net Credit Losses and Delinquencies—Residential First Mortgages

The following charts detail the quarterly credit trends for Citigroup’s residential first mortgage portfolio in North America.




North America Residential First Mortgage - EOP Loans

In billions of dollars







North America Residential First Mortgage - Net Credit Losses

In millions of dollars




Note: CMI refers to loans originated by CitiMortgage. CFNA refers to loans originated by CitiFinancial. Totals may not sum due to rounding.



(1)

4Q’13 includes $6 million of charge-offs related to Citi’s fulfillment of its obligations under the national mortgage and independent foreclosure review settlements.




(2)

4Q’13 excludes approximately $84 million of net credit losses consisting of (i) approximately $69 million of charge-offs related to a change in the charge-off policy for mortgages originated in CitiFinancial to more closely align to policies used in the CitiMortgage business, and (ii) approximately $15 million of charge-offs related to a change in the estimate of net credit losses related to collateral dependent loans to borrowers who have gone through Chapter 7 bankruptcy.




(3)

2Q’14 excludes a recovery of approximately $58 million in CitiMortgage.




(4)

Increase in 4Q’14 CitiFinancial residential first mortgage loss driven by portfolio seasoning and loss mitigation activities.




(5)

Year-over-year change in the S&P/Case-Shiller U.S. National Home Price Index.




(6)

Year-over-year change as of October 2014.













North America Residential First Mortgage Delinquencies-Citi Holdings

In billions of dollars




Note: Days past due excludes (i) U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the potential loss predominantly resides with the U.S. agencies, and (ii) loans recorded at fair value. Totals may not sum due to rounding.




Credit performance (net credit losses and delinquencies) of the residential first mortgage portfolio continued to improve during 2014, although the home price index (HPI), which varies from market to market (as indicated in the table below), moderated throughout 2014 compared to the prior year. The decline in net credit losses during 2014 was driven by continued improvement in credit, HPI, the economic environment and continued management actions, primarily asset sales and loans transferred to held-for-sale and, to a lesser extent, loan modifications. CitiFinancial’s net credit losses improved more modestly in 2014 compared to CitiMortgage, including an increase in net credit losses in the fourth quarter of 2014 due to portfolio seasoning and loss mitigation activities.

Residential first mortgages originated by CitiFinancial have a higher net credit loss rate (4.6%, compared to 0.4% for CitiMortgage as of the fourth quarter of 2014), as CitiFinancial borrowers tend to have higher LTVs and lower FICOs than CitiMortgage borrowers. CitiFinancial’s residential first mortgages also have a significantly different geographic distribution, with different mortgage market conditions that tend to lag the overall improvements in HPI.

During 2014, continued management actions, primarily assets sales and loans transferred to held-for-sale and, to a lesser extent, loan modifications, were the primary drivers of the overall improvement in delinquencies in Citi Holdings’ residential first mortgage portfolio. Citi sold or transferred to held-for-sale approximately $1.2 billion of delinquent residential first mortgages in 2014 (compared to $2.1 billion in 2013), including $0.6 billion during the fourth quarter of 2014. Credit performance from quarter to quarter could continue to be impacted by the volume of delinquent loan sales (or lack of significant sales) and HPI, as well as increases in interest rates.










81







North America Residential First Mortgages—State Delinquency Trends

The following tables set forth, for total Citigroup, the six states and/or regions with the highest concentration of Citi’s residential first mortgages as of December 31, 2014 and December 31, 2013.









In billions of dollars

December 31, 2014

December 31, 2013


State (1)

ENR (2)

ENR

Distribution

90+DPD

%

%

LTV >

100% (3)

Refreshed

FICO

ENR (2)

ENR

Distribution

90+DPD

%

%

LTV >

100% (3)

Refreshed

FICO


CA

$

18.9




31

%

0.6

%

2

%

745




$

19.2




30

%

1.0

%

4

%

738





NY/NJ/CT(4)(5)

12.2




20




1.9




2




740




11.7




18




2.6




3




733





FL(4)

2.8




5




3.0




14




700




3.1




5




4.4




25




688





IN/OH/MI(4)

2.5




4




2.9




10




667




3.1




5




3.9




21




659





IL(4)

2.5




4




2.5




9




713




2.7




4




3.8




16




703





AZ/NV

1.3




2




1.9




18




715




1.5




2




2.7




25




710





Other

19.9




33




3.4




5




679




23.1




36




4.1




8




671





Total

$

60.1




100

%

2.1

%

4

%

715




$

64.4




100

%

2.9

%

8

%

705








Note: Totals may not sum due to rounding.



(1)

Certain of the states are included as part of a region based on Citi’s view of similar HPI within the region.




(2)

Ending net receivables. Excludes loans in Canada and Puerto Rico, loans guaranteed by U.S. government agencies, loans recorded at fair value and loans subject to LTSCs. Excludes balances for which FICO or LTV data are unavailable.




(3)

LTV ratios (loan balance divided by appraised value) are calculated at origination and updated by applying market price data.




(4)

New York, New Jersey, Connecticut, Indiana, Ohio, Florida and Illinois are judicial states.




(5)

Increase in ENR year-over-year was due to originations in Citicorp.




The significant improvement in Citigroup’s residential first mortgages LTV percentages at year-end 2014 compared to the prior year end was driven by HPI improvements across substantially all metropolitan statistical areas, thereby increasing values used in the determination of LTV. Additionally, delinquent and re-performing asset sales of high LTV loans and, to a lesser extent, modification programs involving principal forgiveness during 2014 further reduced the amount of loans with greater than 100% LTV. While 90+ days past due delinquency rates have improved for the states and regions above, the continued longer foreclosure timelines (see discussion under “Foreclosures” below) could result in less improvement in these rates in the future, especially in judicial states (i.e., states that require foreclosures to be processed via court approval).



Foreclosures

A substantial majority of Citi’s foreclosure inventory consists of residential first mortgages. At December 31, 2014, Citi’s foreclosure inventory included approximately $0.6 billion, or 0.9%, of residential first mortgages, compared to $0.8 billion, or 1.2%, at December 31, 2013 (based on the dollar amount of ending net receivables of loans in foreclosure inventory, excluding loans that are guaranteed by U.S. government agencies and loans subject to LTSCs). This decline in 2014 was largely attributed to CitiMortgage loans sold or transferred to held-for-sale.

Citi’s foreclosure inventory continues to be impacted by the ongoing extensive state and regulatory requirements related to the foreclosure process, which continue to result in longer foreclosure timelines. Citi’s average timeframes to move a loan out of foreclosure are two to three times longer than historical norms, and continue to be even more pronounced in judicial states, where Citi has a higher concentration of residential first mortgages in foreclosure. As




of December 31, 2014, approximately 21% of Citi’s total foreclosure inventory was active foreclosure units in process for over two years, compared to 29% as of December 31, 2013, with the decline primarily attributed to CitiMortgage loans sold or transferred to held-for-sale.




North America Consumer Mortgage Quarterly Credit Trends—Net Credit Losses and Delinquencies—Home Equity Loans

Citi’s home equity loan portfolio consists of both fixed-rate home equity loans and loans extended under home equity lines of credit. Fixed-rate home equity loans are fully amortizing. Home equity lines of credit allow for amounts to be drawn for a period of time with the payment of interest only and then, at the end of the draw period, the then-outstanding amount is converted to an amortizing loan (the interest-only payment feature during the revolving period is standard for this product across the industry). After conversion, the home equity loans typically have a 20-year amortization period.







82









Revolving HELOCs

At December 31, 2014, Citi’s home equity loan portfolio of $28.1 billion included approximately $16.7 billion of home equity lines of credit (Revolving HELOCs) that are still within their revolving period and have not commenced amortization, or “reset,” compared to $18.9 billion at December 31, 2013. The following chart indicates the FICO and combined loan-to-value (CLTV) characteristics of Citi’s Revolving HELOCs portfolio and the year in which they reset:









North America Home Equity Lines of Credit Amortization – Citigroup

Total ENR by Reset Year

In billions of dollars as of December 31, 2014




Note: Totals may not sum due to rounding.




Approximately 10% of Citi’s total Revolving HELOCs portfolio had commenced amortization as of December 31, 2014. Of the remaining Revolving HELOCs portfolio, approximately 78% will commence amortization during 2015–2017. Before commencing amortization, Revolving HELOC borrowers are required to pay only interest on their loans. Upon amortization, these borrowers will be required to pay both interest, usually at a variable rate, and principal that amortizes typically over 20 years, rather than the typical 30-year amortization. As a result, Citi’s customers with Revolving HELOCs that reset could experience “payment shock” due to the higher required payments on the loans.

While it is not certain what, if any, impact this payment shock could have on Citi’s delinquency rates and net credit losses, Citi currently estimates that the monthly loan payment for its Revolving HELOCs that reset during 2015–2017 could increase on average by approximately $360, or 170%. Increases in interest rates could further increase these payments given the variable nature of the interest rates on these loans post-reset. Of the Revolving HELOCs that will commence amortization during 2015–2017, approximately $1.6 billion, or 12%, of the loans have a CLTV greater than 100% as of December 31, 2014. Borrowers’ high loan-to-value positions, as well as the cost and availability of refinancing options, could limit borrowers’ ability to refinance their Revolving HELOCs as these loans begin to reset.

Based on the limited number of Revolving HELOCs that have begun amortization as of December 31, 2014, approximately 6.4% of the amortizing home equity loans were 30+ days past due, compared to 2.7% of the total outstanding home equity loan portfolio (amortizing and non-amortizing). This compared to 6.0% and 2.8%, respectively, as of December 31, 2013. However, these resets have generally




occurred during a period of historically low interest rates, which Citi believes has likely reduced the overall “payment shock” to the borrower.

Citi continues to monitor this reset risk closely and will continue to consider any potential impact in determining its allowance for loan loss reserves. In addition, management continues to review and take additional actions to offset potential reset risk, such as establishment of a borrower outreach program to provide reset risk education, establishment of a reset risk mitigation unit and proactively contacting high-risk borrowers. For further information on reset risk, see “Risk Factors—Credit and Market Risks” above.




Net Credit Losses and Delinquencies

The following charts detail the quarterly credit trends for Citi’s home equity loan portfolio in North America.






North America Home Equity - EOP Loans

In billions of dollars









North America Home Equity - Net Credit Losses

In millions of dollars




Note: Totals may not sum due to rounding.



(1)

4Q’13 includes $15 million of charge-offs related to Citi’s fulfillment of its obligations under the national mortgage and independent foreclosure review settlements.




(2)

4Q’13 excludes approximately $100 million of net credit losses consisting of (i) approximately $64 million for the acceleration of accounting losses associated with modified home equity loans determined to be collateral dependent, (ii) approximately $22 million of charge-offs related to a change in the charge-off policy for mortgages originated in CitiFinancial to more closely align to policies used in the CitiMortgage business, and (iii) approximately $14 million of charge-offs related to a change in the estimate of net credit losses related to collateral dependent loans to borrowers that have gone through Chapter 7 bankruptcy.








83

















North America Home Equity Loan Delinquencies - Citi Holdings

In billions of dollars




Note: Totals may not sum due to rounding.







As evidenced by the tables above, home equity loan net credit losses and delinquencies improved during 2014, albeit at a slower pace than the prior year, primarily due to continued modifications and liquidations. Given the limited market in which to sell delinquent home equity loans, as well as the relatively smaller number of home equity loan modifications and modification programs (see Note 15 to the Consolidated Financial Statements), Citi’s ability to reduce delinquencies or net credit losses in its home equity loan portfolio in Citi Holdings, whether pursuant to deterioration of the underlying credit performance of these loans, the reset of the Revolving HELOCs (as discussed above) or otherwise, is more limited as compared to residential first mortgages.





North America Home Equity Loans—State Delinquency Trends

The following tables set forth, for total Citigroup, the six states and/or regions with the highest concentration of Citi’s home equity loans as of December 31, 2014 and December 31, 2013.






In billions of dollars

December 31, 2014

December 31, 2013


State (1)

ENR (2)

ENR

Distribution

90+DPD

%

%

CLTV >

100% (3)

Refreshed

FICO

ENR (2)

ENR

Distribution

90+DPD

%

%

CLTV >

100% (3)

Refreshed

FICO


CA

$

7.4




28

%

1.5

%

10

%

729




$

8.2




28

%

1.6

%

17

%

726





NY/NJ/CT(4)

6.7




25




2.4




11




721




7.2




24




2.3




12




718





FL(4)

1.8




7




2.2




36




707




2.1




7




2.9




44




704





IL(4)

1.1




4




1.4




35




716




1.2




4




1.6




42




713





IN/OH/MI(4)

0.8




3




1.7




31




688




1.0




3




1.6




47




686





AZ/NV

0.6




2




2.2




46




716




0.7




2




2.1




53




713





Other

8.1




30




1.7




19




703




9.5




32




1.7




26




699





Total

$

26.6




100

%

1.8

%

17

%

715




$

29.9




100

%

1.9

%

23

%

712








Note: Totals may not sum due to rounding.



(1)

Certain of the states are included as part of a region based on Citi’s view of similar HPI within the region.




(2)

Ending net receivables. Excludes loans in Canada and Puerto Rico and loans subject to LTSCs. Excludes balances for which FICO or LTV data are unavailable.




(3)

Represents combined loan-to-value (CLTV) for both residential first mortgages and home equity loans. CLTV ratios (loan balance divided by appraised value) are calculated at origination and updated by applying market price data.




(4)

New York, New Jersey, Connecticut, Indiana, Ohio, Florida and Illinois are judicial states.







Citigroup Residential Mortgages—Representations and Warranties Repurchase Reserve

In connection with Citi’s sales of residential mortgage loans to the GSEs and private investors, as well as through private-label residential mortgage securitizations, Citi typically makes representations and warranties that the loans sold meet certain requirements, such as the loan’s compliance with any applicable loan criteria established by the buyer and the validity of the lien securing the loan. The specific representations and warranties made by Citi in any particular transaction depend on, among other things, the nature of the transaction and the requirements of the investor (e.g., whole loan sale to the GSEs versus loans sold through securitization transactions), as well as the credit quality of the loan (e.g., prime, Alt-A or subprime).













These sales expose Citi to potential claims for alleged breaches of its representations and warranties. In the event of such a breach, Citi could be required either to repurchase the mortgage loans with the identified defects (generally at unpaid principal balance plus accrued interest) or to indemnify (“make whole”) the investors for their losses on these loans.

Citi has recorded a repurchase reserve for purposes of its potential representation and warranty repurchase liability resulting from its whole loan sales to the GSEs and, to a lesser extent, private investors, which are made through Citi’s consumer business in CitiMortgage. The repurchase reserve was approximately $224 million and $341 million as of December 31, 2014 and December 31, 2013, respectively.

For additional information, see Notes 27 and 28 to the Consolidated Financial Statements.




84







CONSUMER LOAN DETAILS




Consumer Loan Delinquency Amounts and Ratios








Total

loans(1)

90+ days past due(2)

30-89 days past due(2)




December 31,

December 31,

December 31,


In millions of dollars, except EOP loan amounts in billions

2014

2014

2013

2012

2014

2013

2012


Citicorp(3)(4)
















Total

$

297.2




$

2,664




$

2,973




$

3,081




$

2,820




$

3,220




$

3,509





Ratio



0.90

%

0.99

%

1.05

%

0.95

%

1.07

%

1.19

%


Retail banking
















Total

$

151.7




$

840




$

952




$

879




$

902




$

1,049




$

1,112





Ratio



0.56

%

0.63

%

0.61

%

0.60

%

0.70

%

0.77

%


North America

46.8




225




257




280




212




205




223





Ratio



0.49

%

0.60

%

0.68

%

0.46

%

0.48

%

0.54

%


EMEA

5.4




19




34




48




42




51




77





Ratio



0.35

%

0.61

%

0.94

%

0.78

%

0.91

%

1.51

%


Latin America

27.7




410




470




323




315




395




353





Ratio



1.48

%

1.55

%

1.15

%

1.14

%

1.30

%

1.26

%


Asia

71.8




186




191




228




333




398




459





Ratio



0.26

%

0.27

%

0.33

%

0.46

%

0.56

%

0.66

%


Cards
















Total

$

145.5




$

1,824




$

2,021




$

2,202




$

1,918




$

2,171




$

2,397





Ratio



1.25

%

1.34

%

1.47

%

1.32

%

1.44

%

1.60

%


North America—Citi-branded

67.5




593




681




786




568




661




771





Ratio



0.88

%

0.97

%

1.08

%

0.84

%

0.94

%

1.06

%


North America—Citi retail services

46.5




678




771




721




748




830




789





Ratio



1.46

%

1.67

%

1.87

%

1.61

%

1.79

%

2.04

%


EMEA

2.2




30




32




48




34




42




63





Ratio



1.36

%

1.33

%

1.66

%

1.55

%

1.75

%

2.17

%


Latin America

10.9




345




349




413




329




364




432





Ratio



3.17

%

2.88

%

2.79

%

3.02

%

3.01

%

2.92

%


Asia

18.4




178




188




234




239




274




342





Ratio



0.97

%

0.98

%

1.15

%

1.30

%

1.43

%

1.68

%


Citi Holdings(5)(6)
















Total

$

72.6




$

1,975




$

2,756




$

4,611




$

1,699




$

2,724




$

4,228





Ratio



2.88

%

3.28

%

4.42

%

2.48

%

3.24

%

4.05

%


International

1.8




12




162




345




36




200




393





Ratio



0.67

%

2.75

%

4.54

%

2.00

%

3.39

%

5.17

%


North America

70.8




1,963




2,594




4,266




1,663




2,524




3,835





Ratio



2.94

%

3.33

%

4.41

%

2.49

%

3.24

%

3.96

%


Other (7)

0.2

















Total Citigroup

$

370.0




$

4,639




$

5,729




$

7,692




$

4,519




$

5,944




$

7,737





Ratio



1.27

%

1.49

%

1.93

%

1.24

%

1.54

%

1.94

%




(1)

Total loans include interest and fees on credit cards.




(2)

The ratios of 90+ days past due and 30–89 days past due are calculated based on end-of-period (EOP) loans, net of unearned income.




(3)

The 90+ days past due balances for North America—Citi-branded and North America—Citi retail services are generally still accruing interest. Citigroup’s policy is generally to accrue interest on credit card loans until 180 days past due, unless notification of bankruptcy filing has been received earlier.




(4)

The 90+ days and 30–89 days past due and related ratios for Citicorp North America exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored entities since the potential loss predominantly resides within the U.S. government-sponsored entities. The amounts excluded for loans 90+ days past due and (EOP loans) were $562 million ($1.1 billion), $690 million ($1.2 billion) and $742 million ($1.4 billion) at December 31, 2014, 2013 and 2012,




85







respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) were $122 million, $141 million and$122 million at December 31, 2014, 2013 and 2012, respectively.



(5)

The 90+ days and 30–89 days past due and related ratios for Citi Holdings North America exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored entities since the potential loss predominantly resides within the U.S. government-sponsored entities. The amounts excluded for loans 90+ days past due (and EOP loans) for each period were $2.2 billion ($4.0 billion), $3.3 billion ($6.4 billion) and $4.0 billion ($7.1 billion) at December 31, 2014, 2013 and 2012, respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) for each period were $0.5 billion, $1.1 billion and $1.2 billion at December 31, 2014, 2013 and 2012, respectively.




(6)

The December 31, 2014, 2013 and 2012 loans 90+ days past due and 30–89 days past due and related ratios for North America exclude $14 million, $0.9 billion and $1.2 billion, respectively, of loans that are carried at fair value.




(7)

Represents loans classified as Consumer loans on the Consolidated Balance Sheet that are not included in the Citi Holdings consumer credit metrics.





Consumer Loan Net Credit Losses and Ratios








Average

loans(1)

Net credit losses(2)


In millions of dollars, except average loan amounts in billions

2014

2014

2013

2012


Citicorp










Total

$

297.8




$

7,051




$

7,211




$

8,107





Ratio



2.37

%

2.51

%

2.87

%


Retail banking










Total

$

155.6




$

1,429




$

1,343




$

1,258





Ratio



0.92

%

0.91

%

0.89

%


North America

46.4




140




184




247





Ratio



0.30

%

0.43

%

0.60

%


EMEA

5.7




20




26




46





Ratio



0.35

%

0.48

%

0.98

%


Latin America

29.8




948




844




648





Ratio



3.18

%

2.86

%

2.49

%


Asia

73.7




321




289




317





Ratio



0.44

%

0.41

%

0.46

%


Cards










Total

$

142.2




$

5,622




$

5,868




$

6,849





Ratio



3.95

%

4.18

%

4.82

%


North America—Citi-branded

66.4




2,197




2,555




3,187





Ratio



3.31

%

3.72

%

4.43

%


North America—Retail services

43.2




1,866




1,895




2,322





Ratio



4.32

%

4.92

%

6.29

%


EMEA

2.4




41




42




59





Ratio



1.71

%

1.62

%

2.11

%


Latin America

11.6




1,060




883




757





Ratio



9.14

%

7.55

%

7.07

%


Asia

18.6




458




493




524





Ratio



2.46

%

2.59

%

2.65

%


Citi Holdings










Total

$

82.9




$

1,626




$

3,045




$

5,873





Ratio



1.96

%

3.02

%

4.72

%


International

4.0




68




217




536





Ratio



1.70

%

3.39

%

5.70

%


North America

78.9




1,558




2,828




5,337





Ratio



1.97

%

2.99

%

4.64

%


Other (3)






8




6




28





Total Citigroup

$

380.7




$

8,685




$

10,262




$

14,008





Ratio



2.28

%

2.64

%

3.44

%




(1)

Average loans include interest and fees on credit cards.




(2)

The ratios of net credit losses are calculated based on average loans, net of unearned income.




(3)

Represents NCLs on loans classified as Consumer loans on the Consolidated Balance Sheet that are not included in the Citi Holdings consumer credit metrics.










86









Loan Maturities and Fixed/Variable Pricing

U.S. Consumer Mortgages






In millions of dollars at year end 2014

Due

within

1 year

Greater

than 1 year

but within

5 years

Greater

than 5

years

Total


U.S. Consumer mortgage loan portfolio










Residential first mortgages

$

116




$

1,260




$

68,199




$

69,575





Home equity loans

5,262




12,708




8,988




26,958





Total

$

5,378




$

13,968




$

77,187




$

96,533





Fixed/variable pricing of U.S. Consumer mortgage loans with maturities due after one year










Loans at fixed interest rates



$

1,463




$

56,023







Loans at floating or adjustable interest rates



12,505




21,164







Total



$

13,968




$

77,187






















87









CORPORATE CREDIT DETAILS

Consistent with its overall strategy, Citi’s corporate clients are typically large, multinational corporations that value Citi’s global network. Citi aims to establish relationships with these clients that encompass multiple products, consistent with client needs, including cash management and trade services, foreign exchange, lending, capital markets and M&A advisory. For additional information on corporate credit risk management, see “Country and Cross-Border Risk—Emerging Markets Exposures” below.







The following table sets forth Citi’s corporate credit portfolio (excluding private bank in ICG), before consideration of collateral or hedges, by remaining tenor at December 31, 2014 and December 31, 2013. The vast majority of Citi’s corporate credit portfolio resides in ICG; as of December 31, 2014, less than 1% of Citi’s corporate credit exposure resided in Citi Holdings.












At December 31, 2014

At December 31, 2013


In billions of dollars

Due

within

1 year

Greater

than 1 year

but within

5 years

Greater

than

5 years

Total

Exposure

Due

within

1 year

Greater

than 1 year

but within

5 years

Greater

than

5 years

Total

exposure


Direct outstandings (on-balance sheet) (1)

$

95




$

85




$

33




$

213




$

108




$

80




$

29




$

217





Unfunded lending commitments (off-balance sheet)(2)

92




207




33




332




87




204




21




312





Total exposure

$

187




$

292




$

66




$

545




$

195




$

284




$

50




$

529










(1)

Includes drawn loans, overdrafts, bankers’ acceptances and leases.




(2)

Includes unused commitments to lend, letters of credit and financial guarantees.







Portfolio Mix—Geography, Counterparty and Industry

Citi’s corporate credit portfolio is diverse across geography and counterparty. The following table shows the percentage by region based on Citi’s internal management geography:








December 31,
2014

December 31,
2013


North America

55

%

51

%


EMEA

25




27





Asia

13




14





Latin America

7




8





Total

100

%

100

%





The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products. Counterparty risk ratings reflect an estimated probability of default for a counterparty and are derived primarily through the use of validated statistical models, scorecard models and external agency ratings (under defined circumstances), in combination with consideration of factors specific to the obligor or market, such as management experience, competitive position, regulatory environment and commodity prices. Facility risk ratings are assigned that reflect the probability of default of the obligor and factors that affect the loss-given-default of the facility, such as support or collateral. Internal obligor ratings that generally correspond to BBB and above are considered investment grade, while those below are considered non-investment grade.

Citigroup also has incorporated climate risk assessment and reporting criteria for certain obligors, as necessary. Factors evaluated include consideration of climate risk to an













obligor’s business and physical assets and, when relevant, consideration of cost-effective options to reduce greenhouse gas emissions.

The following table presents the corporate credit portfolio by facility risk rating at December 31, 2014 and December 31, 2013, as a percentage of the total corporate credit portfolio:








Total Exposure




December 31,
2014

December 31,
2013


AAA/AA/A

49

%

52

%


BBB

33




30





BB/B

16




16





CCC or below

1




2





Unrated

1










Total

100

%

100

%





Note: Total exposure includes direct outstandings and unfunded lending commitments.




88









Citi’s corporate credit portfolio is also diversified by industry. The following table shows the allocation of Citi’s total corporate credit portfolio by industry:








Total Exposure




December 31,
2014

December 31,
2013


Transportation and industrial

21

%

22

%


Consumer retail and health

17




15





Power, chemicals, commodities and metals and mining

10




10





Energy (1)

10




10





Technology, media and telecom

9




10





Banks/broker-dealers

8




10





Real estate

6




5





Public sector

5




6





Insurance and special purpose entities

5




5





Hedge funds

5




4





Other industries

4




3





Total

100

%

100

%





Note: Total exposure includes direct outstandings and unfunded lending commitments.

(1) In addition to this exposure, Citi also has energy-related exposure within the “Public sector” (e.g., energy-related state-owned entities) and “Transportation and industrial” sector (e.g., off-shore drilling entities) included in the table above. As of December 31, 2014, Citi’s total exposure to these energy-related entities was approximately $7 billion, of which approximately $4 billion consisted of direct outstanding funded loans.




There has recently been a focus on the energy sector, given the decline in oil prices during the latter part of 2014. As of December 31, 2014, Citi’s total corporate credit exposure to the energy and energy-related sector (see footnote 1 to the table above) was approximately $60 billion, with approximately $22 billion, or 3%, of Citi’s total outstanding loans consisting of direct outstanding funded loans. In addition, as of December 31, 2014, approximately 70% of Citi’s total corporate credit energy and energy-related exposure (based on the methodology described above) was in the United States, United Kingdom and Canada. Also as of year-end 2014, approximately 85% of Citi’s total energy and energy-related exposures were rated investment grade.




Credit Risk Mitigation

As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its corporate credit portfolio, in addition to outright asset sales. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected in Principal transactions on the Consolidated Statement of Income.

At December 31, 2014 and December 31, 2013, $27.6 billion and $27.2 billion, respectively, of the corporate credit portfolio was economically hedged. Citigroup’s expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other mitigants that are marked-to-market. In addition, the reported amounts of direct outstandings and unfunded lending commitments in the tables above do not reflect the impact of these hedging transactions. At December 31, 2014 and December 31, 2013, the credit protection was economically hedging underlying corporate credit portfolio exposures with the following risk rating distribution:




Rating of Hedged Exposure








December 31,
2014

December 31,
2013


AAA/AA/A

24

%

26

%


BBB

42




36





BB/B

28




29





CCC or below

6




9





Total

100

%

100

%





At December 31, 2014 and December 31, 2013, the credit protection was economically hedging underlying corporate credit portfolio exposures with the following industry distribution:




Industry of Hedged Exposure








December 31,
2014

December 31,
2013


Transportation and industrial

30

%

31

%


Power, chemicals, commodities and metals and mining

15




15





Technology, media and telecom

15




14





Consumer retail and health

11




9





Energy

10




8





Banks/broker-dealers

7




8





Public Sector

6




6





Insurance and special purpose entities

4




7





Other industries

2




2





Total

100

%

100

%

















89









For additional information on Citi’s corporate credit portfolio, including allowance for loan losses, coverage ratios and corporate non-accrual loans, see “Credit Risk—Loans Outstanding, Details of Credit Loss Experience, Allowance for Loan Losses and Non-Accrual Loans and Assets” above.




Loan Maturities and Fixed/Variable Pricing Corporate Loans






In millions of dollars at December 31, 2014

Due

within

1 year

Over 1 year

but within

5 years

Over 5

years

Total


Corporate loan portfolio maturities










In U.S. offices










Commercial and industrial loans

$

17,348




$

11,403




$

6,304




$

35,055





Financial institutions

17,950




11,799




6,523




36,272





Mortgage and real estate

16,102




10,584




5,851




32,537





Lease financing

870




572




316




1,758





Installment, revolving

credit, other

14,455




9,500




5,252




29,207





In offices outside the U.S.

93,124




36,387




10,879




140,390





Total corporate loans

$

159,849




$

80,245




$

35,125




$

275,219





Fixed/variable pricing of Corporate loans with maturities due after one year (1)










Loans at fixed interest rates



$

9,960




$

11,453







Loans at floating or adjustable interest rates



70,283




23,673







Total



$

80,243




$

35,126












(1)

Based on contractual terms. Repricing characteristics may effectively be modified from time to time using derivative contracts. See Note 23 to the Consolidated Financial Statements.








90









MARKET RISK

Market risk encompasses funding and liquidity risk and price risk, each of which arises in the normal course of business of a global financial intermediary such as Citi.




Market Risk Management

Each business is required to establish, with approval from Citi’s market risk management, a market risk limit framework for identified risk factors that clearly defines approved risk profiles and is within the parameters of Citi’s overall risk tolerance. These limits are monitored by independent market risk, Citi’s country and business Asset and Liability Committees and the Citigroup Asset and Liability Committee. In all cases, the businesses are ultimately responsible for the market risks taken and for remaining within their defined limits.




Funding and Liquidity Risk

Adequate liquidity and sources of funding are essential to Citi’s businesses. Funding and liquidity risks arise from several factors, many of which Citi cannot control, such as disruptions in the financial markets, changes in key funding sources, credit spreads, changes in Citi’s credit ratings and political and economic conditions in certain countries. For additional information, see “Risk Factors” above.



Overview

Citi’s funding and liquidity objectives are to maintain adequate liquidity to (i) fund its existing asset base; (ii) grow its core businesses in Citicorp; (iii) maintain sufficient liquidity, structured appropriately, so that it can operate under a wide variety of market conditions, including market disruptions for both short- and long-term periods; and (iv) satisfy regulatory requirements. Citigroup’s primary liquidity objectives are established by entity, and in aggregate, across three major categories:










the parent entity, which includes the parent holding company (Citigroup) and Citi’s broker-dealer subsidiaries that are consolidated into Citigroup (collectively referred to in this section as “parent”);






Citi’s significant Citibank entities, which consist of Citibank, N.A. units domiciled in the U.S., Western Europe, Hong Kong, Japan and Singapore (collectively referred to in this section as “significant Citibank entities”); and






other Citibank and Banamex entities.





At an aggregate level, Citigroup’s goal is to maintain sufficient funding in amount and tenor to fully fund customer assets and to provide an appropriate amount of cash and high quality liquid assets (as discussed further below), even in times of stress. The liquidity framework provides that entities be self-sufficient or net providers of liquidity, including in conditions established under their designated stress tests.

Citi’s primary sources of funding include (i) deposits via Citi’s bank subsidiaries, which are Citi’s most stable and lowest cost source of long-term funding, (ii) long-term debt (primarily senior and subordinated debt) primarily issued at the parent and certain bank subsidiaries, and (iii) stockholders’ equity. These sources may be supplemented by short-term borrowings, primarily in the form of secured funding transactions.

As referenced above, Citigroup works to ensure that the structural tenor of these funding sources is sufficiently long in relation to the tenor of its asset base. The goal of Citi’s asset/liability management is to ensure that there is excess tenor in the liability structure so as to provide excess liquidity after funding the assets. The excess liquidity resulting from a longer-term tenor profile can effectively offset potential decreases in liquidity that may occur under stress. This excess funding is held in the form of high-quality liquid assets (HQLA), as set forth in the table below.





High-Quality Liquid Assets






Parent

Significant Citibank Entities

Other Citibank and Banamex Entities

Total


In billions of dollars

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2014

Sept. 30, 2014


Available cash

$

37.5




$

27.3




$

54.6




$

77.8




$

10.6




$

8.5




$

102.7




$

113.6





Unencumbered liquid securities

35.0




31.8




203.1




197.5




71.8




73.6




$

309.9




$

302.9





Total

$

72.5




$

59.1




$

257.7




$

275.3




$

82.4




$

82.1




$

412.6




$

416.4








Note: Amounts as of December 31, 2014 and September 30, 2014 set forth in the table above are estimated based on the final U.S. Liquidity Coverage Ratio (LCR) rules (see “Liquidity Management, Stress Testing and Measurement” below). All amounts are as of period end and may increase or decrease intra-period in the ordinary course of business.









91









As set forth in the table above, Citi’s HQLA under the final U.S. LCR rules as of December 31, 2014 was $412.6 billion, compared to $416.4 billion as of September 30, 2014. The decrease in HQLA quarter-over-quarter was primarily driven by a reduction in deposits in the significant Citibank entities (see “Deposits” below), partially offset by long-term debt issuance, increased short-term borrowings and replacement of non-HQLA securities with HQLA-eligible securities, each in the parent entity.

Prior to September 30, 2014, Citi reported its HQLA based on the Basel Committee’s final LCR rules. On this basis, Citi’s total HQLA was $423.7 billion as of December 31, 2013. Year-over-year, the decrease in Citi’s HQLA was primarily due to the impact of the final U.S. LCR rules, which excluded municipal securities, covered bonds and residential mortgage-backed securities from the definition of HQLA, partially offset by an increase in credit card securitizations and Federal Home Loan Banks (FHLB) advances, each in Citibank, N.A.

The following table shows further detail of the composition of Citi's HQLA by type of asset as of December 31, 2014 and September 30, 2014. For securities, the amounts represent the liquidity value that potentially could be realized, and thus exclude any securities that are encumbered, as well as the haircuts that would be required for secured financing transactions.






In billions of dollars

Dec. 31, 2014

Sept. 30, 2014


Available cash

$

102.7




$

113.6





U.S. Treasuries

139.5




117.1





U.S. Agencies/Agency MBS

57.1




60.7





Foreign government(1)

110.2




121.6





Other investment grade

3.1




3.4





Total

$

412.6




$

416.4





Note: Amounts set forth in the table above are estimated based on the final U.S. LCR rules.



(1)

Foreign government includes securities issued or guaranteed by foreign sovereigns, agencies and multilateral development banks. Foreign government securities are held largely to support local liquidity requirements and Citi’s local franchises and principally included government bonds from Brazil, Hong Kong, India, Japan, Korea, Mexico, Poland, Singapore and Taiwan.





Citi’s HQLA as set forth above does not include additional potential liquidity in the form of Citigroup’s borrowing capacity from the various FHLB, which was approximately $26 billion as of December 31, 2014 (compared to $22 billion as of September 30, 2014 and $30 billion as of December 31, 2013) and is maintained by pledged collateral to all such banks. The HQLA shown above also does not include Citi’s borrowing capacity at the U.S. Federal Reserve Bank discount window or international central banks, which would be in addition to the resources noted above.

In general, Citigroup can freely fund legal entities within its bank vehicles. Citigroup’s bank subsidiaries, including Citibank, N.A., can lend to the Citigroup parent and broker-dealer entities in accordance with Section 23A of the Federal Reserve Act. As of December 31, 2014, the amount available




for lending to these entities under Section 23A was approximately $17 billion (unchanged from September 30, 2014 and December 31, 2013), subject to collateral requirements.




Deposits

Deposits are the primary and lowest cost funding source for Citi’s bank subsidiaries. The table below sets forth the end-of-period deposits, by business and/or segment, and the total average deposits for each of the periods indicated.






In billions of dollars

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2013


Global Consumer Banking








North America

$

171.4




$

171.7




$

170.2





EMEA

12.8




13.0




13.1





Latin America

45.5




45.9




47.4





Asia(1)

77.9




101.3




101.4





Total

$

307.6




$

331.9




$

332.1





ICG








Treasury and trade solutions (TTS)

$

378.6




$

381.1




$

379.8





Banking ex-TTS

85.9




91.0




97.4





Markets and securities services

94.4




95.3




96.9





Total

$

558.9




$

567.4




$

574.1





Corporate/Other

22.8




29.0




26.1





Total Citicorp

$

889.3




$

928.3




$

932.3





Total Citi Holdings(2)

10.0




14.4




36.0





Total Citigroup deposits (EOP)

$

899.3




$

942.7




$

968.3





Total Citigroup deposits (AVG)

$

938.7




$

954.2




$

956.4







(1)

December 31, 2014 deposit balance reflects the reclassification to held-for-sale of approximately $21 billion of deposits as a result of Citigroup's entry into an agreement in December 2014 to sell its Japan retail banking business.




(2)

Included within Citi Holding’s end-of-period deposit balance as of December 31, 2014 was approximately $9 billion of deposits related to Morgan Stanley Smith Barney (MSSB) customers that, as previously disclosed, will be transferred to Morgan Stanley by MSSB, with remaining balances transferred in the amount of approximately $5 billion per quarter through the end of the second quarter of 2015.





End-of-period deposits decreased 7% year-over-year and 5% quarter-over-quarter, each primarily due to the reclassification to held-for-sale of approximately $21 billion of deposits as a result of Citigroup’s entry into an agreement in December 2014 to sell its Japan retail banking business, as well as the impact of FX translation.

Excluding these items, Citigroup deposits declined 2% year-over-year, as 1% growth in Citicorp deposits was more than offset by the continued decline in Citi Holdings due to the ongoing transfer of MSSB deposits to Morgan Stanley. Within Citicorp, GCB deposits increased 2% year-over-year, with growth in all four regions. North America GCB deposits increased 1% year-over-year, with a continued focus on growing checking account balances, and international deposits grew 3% year-over-year. ICG deposits increased 1% year-over-year, with 3% growth in treasury and trade solutions balances, partially offset by reductions in markets-related




92









businesses. Average deposits were relatively unchanged year-over-year and quarter-over-quarter, as growth in Citicorp was offset by the ongoing transfer of MSSB deposits to Morgan Stanley.

Citi monitors its deposit base across multiple dimensions, including what Citi refers to as “LCR value” or the liquidity value of the deposit base under the LCR rules. Under LCR rules, deposits are assigned liquidity values based on expected behavior under stress, the type of deposit and the type of client. Generally, the final U.S. LCR rules prioritize operating accounts of consumers (including retail and commercial banking deposits) and corporations, while assigning lower liquidity values to non-operating balances of financial institutions. Citi estimates that as of December 31, 2014, its total deposits had a liquidity value of approximately 73% under the LCR rules, up from 72% as of September 30, 2014 and 71% as of December 31, 2013, with the gradual increase primarily driven by reductions in lower LCR value deposits.




Long-Term Debt

Long-term debt (generally defined as debt with original maturities of one year or more) represents the most significant component of Citi’s funding for the parent entities and is a supplementary source of funding for the bank entities.

Long-term debt is an important funding source due in part to its multi-year maturity structure. The weighted-average maturities of unsecured long-term debt issued by Citigroup and its affiliates (including Citibank, N.A.) with a remaining life greater than one year (excluding remaining trust preferred securities outstanding) was approximately 6.9 years as of December 31, 2014, largely unchanged from the prior quarter and year. Citi believes this term structure enables it to meet its business needs and maintain adequate liquidity.

Citi’s long-term debt outstanding at the parent includes benchmark debt and what Citi refers to as customer-related debt, consisting of structured notes, such as equity- and credit-linked notes, as well as non-structured notes. Citi’s issuance of customer-related debt is generally driven by customer demand and supplements benchmark debt issuance as a source of funding for Citi’s parent entities. Citi’s long-term debt at the bank includes FHLB advances and securitizations.




Long-Term Debt Outstanding

The following table sets forth Citi’s total long-term debt outstanding for the periods indicated:






In billions of dollars

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2013


Parent

$

158.0




$

155.9




$

164.7





Benchmark debt:








Senior debt

96.7




96.3




98.5





Subordinated debt

25.5




24.2




28.1





Trust preferred

1.7




1.7




3.9





Customer-Related debt:











Structured debt

22.3




22.3




22.2





Non-structured debt

5.9




6.4




7.8





Local Country and Other(1)(2)

5.9




5.0




4.2





Bank

$

65.1




$

67.9




$

56.4





FHLB Borrowings

19.8




23.3




14.0





Securitizations(3)

38.1




38.2




33.6





Local Country and Other(2)

7.2




6.4




8.8





Total long-term debt

$

223.1




$

223.8




$

221.1





Note: Amounts represent the current value of long-term debt on Citi’s Consolidated Balance Sheet which, for certain debt instruments, includes consideration of fair value, hedging impacts and unamortized discounts and premiums.



(1)

Includes securitizations of $2.0 billion for the third and fourth quarter of 2014 and $0.2 billion for the fourth quarter of 2013.




(2)

Local country debt includes debt issued by Citi’s affiliates in support of their local operations.




(3)

Predominantly credit card securitizations, primarily backed by Citi-branded credit cards.





Year-over-year, Citi’s total long-term debt outstanding increased slightly, as modest reductions at the parent company were more than offset by continued increases in the bank due to increased credit card securitizations and FHLB advances, given the lower-cost nature of these funding sources. Sequentially, Citi’s total long-term debt decreased slightly due to maturities and continued liability management at the parent and decreases in FHLB advances at the bank.

As part of its liability management, Citi has considered, and may continue to consider, opportunities to repurchase its long-term debt pursuant to open market purchases, tender offers or other means. Such repurchases help reduce Citi’s overall funding costs. During 2014, Citi repurchased an aggregate of approximately $9.8 billion of its outstanding long-term debt, including approximately $1.5 billion in the fourth quarter of 2014. Included in this total for the year, Citi redeemed $2.1 billion of trust preferred securities during 2014 (for Citi’s remaining trust preferred securities outstanding as of December 31, 2014, see Note 18 to the Consolidated Financial Statements).

Going forward, changes in Citi’s long-term debt outstanding will continue to reflect the funding needs of its businesses as well as the market and economic environment and any regulatory changes or requirements. For additional information on regulatory changes and requirements impacting Citi’s overall funding and liquidity, see “Total Loss-Absorbing Capacity” and “Liquidity Management, Stress Testing and Measurement” below and “Risk Factors” above.










93







Long-Term Debt Issuances and Maturities

The table below details Citi’s long-term debt issuances and maturities (including repurchases and redemptions) during the periods presented:








2014

2013

2012


In billions of dollars

Maturities

Issuances

Maturities

Issuances

Maturities

Issuances


Parent

$

38.3




$

36.0




$

46.0




$

30.7




$

75.3




$

17.3





Benchmark debt:














Senior debt

18.9




18.6




25.6




17.8




34.9




9.1





Subordinated debt

5.0




2.8




1.0




4.6




1.8










Trust preferred

2.1









6.4









5.9










Customer-related debt:
















Structured debt

7.5




9.5




8.5




7.3




8.2




8.0





Non-structured debt

2.4




1.4




3.7




1.0




22.1










Local Country and Other

2.4




3.7




0.8









2.4




0.2





Bank

$

20.6




$

30.8




$

17.8




$

23.7




$

42.3




$

10.4





TLGP





















10.5










FHLB borrowings

8.0




13.9




11.8




9.5




2.7




8.0





Securitizations

8.9




13.6




2.4




11.5




25.2




0.5





Local Country and Other

3.7




3.3




3.6




2.7




3.9




1.9





Total

$

58.9




$

66.8




$

63.8




$

54.4




$

117.6




$

27.7








The table below shows Citi’s aggregate long-term debt maturities (including repurchases and redemptions) during 2014, as well as its aggregate expected annual long-term debt maturities as of December 31, 2014:






Maturities

2014




In billions of dollars

2015

2016

2017

2018

2019

Thereafter

Total


Parent

$

38.3




$

16.6




$

20.9




$

26.1




$

12.9




$

20.0




$

61.5




$

158.0





Benchmark debt:



















Senior debt

18.9




10.0




14.4




19.7




9.5




14.9




28.2




96.7





Subordinated debt

5.0




0.7




1.5




3.1




1.2




1.5




17.5




25.5





Trust preferred

2.1





























1.7




1.7





Customer-related debt:



















Structured debt

7.5




4.0




4.0




2.7




1.7




1.8




8.1




22.3





Non-structured debt

2.4




1.8




1.0




0.6




0.5




0.2




1.8




5.9





Local Country and Other

2.4




0.1



















1.6




4.2




5.9





Bank

$

20.6




$

14.5




$

21.2




$

14.2




$

9.1




$

2.1




$

4.0




65.1





FHLB borrowings

8.0




3.8




9.2




6.3




0.5














19.8





Securitizations

8.9




7.7




10.2




6.4




8.3




1.9




3.6




38.1





Local Country and Other

3.7




3.0




1.8




1.5




0.3




0.2




0.4




7.2





Total long-term debt

$

58.9




$

31.1




$

42.1




$

40.3




$

22.0




$

22.1




$

65.5




$

223.1







94









Total Loss-Absorbing Capacity (TLAC)

In November 2014, the Financial Stability Board (FSB) issued a consultative document proposing requirements designed to ensure that global systemically important banks (GSIBs), including Citi, maintain sufficient loss-absorbing and recapitalization capacity to facilitate an orderly resolution. In this regard, the FSB’s proposal builds upon and is consistent with the FDIC’s preferred “single point of entry strategy” for orderly resolution of GSIBs under Title II of the Dodd-Frank Act (for additional information, see “Risk Factors—Regulatory Risks” above).

The FSB’s proposal would establish firm-specific minimum requirements for “total loss-absorbing capacity” (TLAC), set by reference to the Consolidated Balance Sheet of the “resolution group” (in Citi’s case, Citigroup, the parent bank holding company, and its subsidiaries that are not themselves resolution entities). The proposed minimum TLAC requirement, referred to as “external TLAC,” would be (i) 16%–20% of the resolution group’s risk-weighted assets (RWA) and (ii) at least double the amount of capital required to meet the relevant Tier 1 Leverage ratio. Qualifying regulatory capital instruments in the form of debt plus other eligible TLAC that is not regulatory capital would need to constitute 33% of external TLAC. Regulatory capital instruments used by the GSIB to satisfy its applicable regulatory capital buffers (i.e., the Capital Conservation Buffer, GSIB surcharge and, if imposed, the Countercyclical Capital Buffer) could not be counted toward the external TLAC requirement.

As proposed, TLAC-eligible instruments generally would include Common Equity Tier 1 Capital, preferred stock and unsecured senior and subordinated debt issued by the parent holding company with at least one year remaining until maturity. Although there is uncertainty regarding the eligibility of certain debt instruments, TLAC-eligible instruments would generally exclude debt instruments that are secured, issued by operating subsidiaries, or include derivatives or derivative-linked features (e.g., certain structured notes). Moreover, a GSIB’s eligible TLAC may be reduced by holdings of TLAC-eligible instruments issued by other GSIBs.

The FSB’s TLAC proposal would also establish “internal TLAC” requirements, which would require that each foreign “material subsidiary” (as proposed to be defined under the proposal) of a GSIB that is not otherwise a resolution entity maintain a minimum of 75%–90% of the external TLAC requirement that would apply if the subsidiary was a resolution entity. While many aspects of this requirement are uncertain, the internal TLAC proposal would effectually require “pre-positioning” of TLAC to the required subsidiaries.

Pursuant to the FSB’s proposal, the conformance period regarding the minimum TLAC requirements would not occur before January 1, 2019. The U.S. banking agencies are expected to propose rules to establish similar TLAC requirements for U.S. GSIBs during 2015. There are significant uncertainties and interpretive issues arising from the FSB proposal. For additional information, see “Risk Factors—Regulatory Risks” above.







Secured Funding Transactions and Short-Term Borrowings




Secured Funding

Secured funding is primarily conducted through Citi’s broker-dealer subsidiaries to fund efficiently both secured lending activity and a portion of trading inventory. Citi also conducts a smaller portion of its secured funding transactions through its bank entities, which is typically collateralized by foreign government securities. Generally, daily changes in the level of Citi’s secured funding are primarily due to fluctuations in secured lending activity in the matched book (as described below) and trading inventory.

Secured funding declined to $173 billion as of December 31, 2014, compared to $176 billion as of September 30, 2014 and $204 billion as of December 31, 2013, due to the impact of FX translation and Citi’s continued optimization of secured funding. Average balances for secured funding were approximately $187 billion for the quarter ended December 31, 2014, compared to $182 billion for the quarter ended September 30, 2014 and $211 billion for the quarter ended December 31, 2013.

The portion of secured funding in the broker-dealer subsidiaries that funds secured lending is commonly referred to as “matched book” activity. The majority of this activity is secured by high quality, liquid securities such as U.S. Treasury securities, U.S. agency securities and foreign sovereign debt. Other secured funding is secured by less liquid securities, including equity securities, corporate bonds and asset-backed securities. The tenor of Citi’s matched book liabilities is equal to or longer than the tenor of the corresponding matched book assets.

The remainder of the secured funding activity in the broker-dealer subsidiaries serves to fund trading inventory. To maintain reliable funding under a wide range of market conditions, including under periods of stress, Citi manages these activities by taking into consideration the quality of the underlying collateral, and stipulating financing tenor. The weighted average maturity of Citi’s secured funding of less liquid trading inventory was greater than 110 days as of December 31, 2014.

Citi manages the risks in its secured funding by conducting daily stress tests to account for changes in capacity, tenors, haircut, collateral profile and client actions. Additionally, Citi maintains counterparty diversification by establishing concentration triggers and assessing counterparty reliability and stability under stress. Citi generally sources secured funding from more than 150 counterparties.




Short-Term Borrowings

As referenced above, Citi supplements its primary sources of funding with short-term borrowings. Short-term borrowings generally include (i) secured funding transactions (securities loaned or sold under agreements to repurchase, or repos) and (ii) to a lesser extent, short-term borrowings consisting of commercial paper and borrowings from the FHLB and other market participants (see Note 18 to the Consolidated Financial Statements for further information on Citigroup’s and its affiliates’ outstanding short-term borrowings).




95







The following table contains the year-end, average and maximum month-end amounts for the following respective short-term borrowings categories at the end of each of the three prior fiscal years.








Federal funds purchased

and securities sold under

agreements to

repurchase







Short-term borrowings (1)


Commercial paper (2)

Other short-term borrowings (3)


In billions of dollars

2014

2013

2012

2014

2013

2012

2014

2013

2012


Amounts outstanding at year end

$

173.4




$

203.5




$

211.2




$

16.2




$

17.9




$

11.5




$

42.1




$

41.0




$

40.5





Average outstanding during the year (4)(5)

190.0




229.4




223.8




16.8




16.3




17.9




45.3




39.6




36.3





Maximum month-end outstanding

200.1




239.9




237.1




17.9




18.8




21.9




47.1




44.7




40.6





Weighted-average interest rate




















During the year (4)(5)(6)

1.00

%

1.02

%

1.26

%

0.21

%

0.28

%

0.47

%

1.20

%

1.39

%

1.77

%


At year end (7)

0.49




0.59




0.81




0.23




0.26




0.38




0.53




0.87




1.06










(1)

Original maturities of less than one year.


(2) Substantially all commercial paper outstanding was issued by significant Citibank entities for the periods presented. The increase in commercial paper outstanding during 2013 was due to the consolidation of $7 billion of borrowings related to trade loans in the second quarter of 2013.



(3)

Other short-term borrowings include borrowings from the FHLB and other market participants.




(4)

Interest rates and amounts include the effects of risk management activities associated with the respective liability categories.




(5)

Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to FIN 41 (ASC 210-20-45); average rates exclude the impact of FIN 41 (ASC 210-20-45).




(6)

Average rates reflect prevailing local interest rates, including inflationary effects and monetary correction in certain countries.




(7)

Based on contractual rates at respective year ends; non-interest-bearing accounts are excluded from the weighted average interest rate calculated at year end.







Liquidity Management, Stress Testing and Measurement




Liquidity Management

Citi’s HQLA is managed by the Citi Treasurer. Liquidity is managed via a centralized treasury model by Corporate Treasury and by in-country treasurers. Pursuant to this structure, Citi’s HQLA is managed with a goal of ensuring the asset/liability match and that liquidity positions are appropriate in every entity and throughout Citi (for additional information on Citi’s liquidity objectives, see “Overview” above).

Citi’s Chief Risk Officer is responsible for the overall risk profile of Citi’s HQLA. The Chief Risk Officer and Citi’s Chief Financial Officer co-chair Citi’s Asset Liability Management Committee (ALCO), which includes Citi’s Treasurer and senior executives. ALCO sets the strategy of the liquidity portfolio and monitors its performance. Significant changes to portfolio asset allocations need to be approved by ALCO.










Stress Testing

Liquidity stress testing is performed for each of Citi’s major entities, operating subsidiaries and/or countries. Stress testing and scenario analyses are intended to quantify the potential impact of a liquidity event on the balance sheet and liquidity position, and to identify viable funding alternatives that can be utilized. These scenarios include assumptions about significant changes in key funding sources, market triggers (such as credit ratings), potential uses of funding and political and economic conditions in certain countries. These conditions include standard and stressed market conditions as well as Company-specific events.

A wide range of liquidity stress tests is important for monitoring purposes. These potential liquidity events are

useful to ascertain potential mismatches between liquidity sources and uses over a variety of time horizons (overnight, one week, two weeks, one month, three months, one year, two years) and over a variety of stressed conditions. Liquidity limits are set accordingly. To monitor the liquidity of a unit, these stress tests and potential mismatches are calculated with varying frequencies, with several tests performed daily.

Given the range of potential stresses, Citi maintains a series of contingency funding plans on a consolidated basis and for individual entities. These plans specify a wide range of readily available actions for a variety of adverse market conditions or idiosyncratic disruptions.







96









Short-Term Liquidity Measurement; Liquidity Coverage Ratio (LCR)

In addition to internal measures that Citi has developed for a 30-day stress scenario, Citi also monitors its liquidity by reference to the LCR, as calculated pursuant to the final U.S. LCR rules.

Generally, the LCR is designed to ensure that banks maintain an adequate level of HQLA to meet liquidity needs under an acute 30-day stress scenario. Under the final U.S. rules, the LCR is calculated by dividing HQLA by estimated net outflows over a stressed 30-day period, with the net outflows determined by applying assumed outflow factors, prescribed in the rules, to various categories of liabilities, such as deposits, unsecured and secured wholesale borrowings, unused commitments and derivatives-related exposures, partially offset by inflows from assets maturing within 30 days. In addition, the final U.S. rules require that banks estimate net outflows based on the highest individual day’s mismatch between contractual and certain non-defined maturity inflows and outflows, known as the “peak day” outflow requirement. Citi’s LCR is subject to a minimum requirement of 100%.

The table below sets forth the components of Citi’s estimated LCR calculation and HQLA in excess of estimated net outflows as of December 31, 2014 and September 30, 2014.






in billions of dollars

Dec. 31, 2014

Sept. 30, 2014


High quality liquid assets

$

412.6




$

416.4





Estimated net outflows

$

368.6




$

374.5





Liquidity coverage ratio

112

%

111

%


HQLA in excess of estimated net outflows

$

44.0




$

42.0








Note: Amounts set forth in the table above are estimated based on the final U.S. LCR rules.




As set forth in the table above, Citi’s estimated LCR under the final U.S. LCR rules was 112% as of December 31, 2014 and 111% as of September 30, 2014. The increase quarter-over-quarter was primarily driven by deposit flows and improvements in the quality of Citi’s deposit base.

Prior to September 30, 2014, Citi reported its LCR based on the Basel Committee’s final LCR rules. On this basis, Citi’s estimated LCR was 117% as of December 31, 2013. Year-over-year, the decrease in Citi’s estimated LCR was primarily due to the impact of the final U.S. LCR rules. Specifically, as discussed under “High Quality Liquid Assets” above, the final U.S. LCR rules excluded certain assets from the calculation of HQLA. In addition, estimated net outflows are higher under the final U.S. LCR rules, primarily due to the “peak day” outflow requirement discussed above as well as higher deposit outflow assumptions resulting from the more stringent deposit classifications (e.g., the nature of the deposit balance or counterparty designation) under the final U.S. LCR rules.







Long-Term Liquidity Measurement: Net Stable Funding Ratio (NSFR)

For 12-month liquidity stress periods, Citi uses several measures, including its internal long-term liquidity measure, based on a 12-month scenario assuming market, credit and economic conditions are moderately to highly stressed with potential further deterioration. It is broadly defined as the ratio of unencumbered liquidity resources to net stressed cumulative outflows over a 12-month period.

In addition, in October 2014, the Basel Committee issued final standards for the implementation of the Basel III NSFR, with full compliance required by January 1, 2018. Similar to Citi’s internal long-term liquidity measure, the NSFR is intended to measure the stability of a banking organization’s stable funding over a one-year time horizon. The NSFR is calculated by dividing the level of its available stable funding by its required stable funding. The ratio is required to be greater than 100%. Under the Basel III standards, available stable funding includes portions of equity, deposits and long-term debt, while required stable funding includes the portion of long-term assets which are deemed illiquid. Citi anticipates that the U.S. regulators will propose a U.S. version of the NSFR during 2015.




Credit Ratings

Citigroup’s funding and liquidity, its funding capacity, ability to access capital markets and other sources of funds, the cost of these funds, and its ability to maintain certain deposits are partially dependent on its credit ratings. The table below sets forth the ratings for Citigroup and Citibank, N.A. as of December 31, 2014. While not included in the table below, Citigroup Global Markets Inc. (CGMI) is rated A/A-1 by Standard & Poor’s and A/F1 by Fitch as of December 31, 2014.











































97







Debt Ratings as of December 31, 2014






Citigroup Inc.

Citibank, N.A.




Senior

debt

Commercial

paper

Outlook

Long-

term

Short-

term

Outlook


Fitch Ratings (Fitch)

A

F1

Stable

A

F1

Stable


Moody’s Investors Service (Moody’s)

Baa2

P-2

Stable

A2

P-1

Stable


Standard & Poor’s (S&P)

A-

A-2

Negative

A

A-1

Stable







Recent Credit Rating Developments

On December 17, 2014, Fitch issued a bank “criteria exposure draft.” The document consolidates all bank rating criteria into one report and refines certain aspects of the criteria, including clarification as to when the agency might rate an operating company's long-term rating above its unsupported rating due to the protection offered to senior creditors by loss absorbing junior instruments. Since March 2014, Fitch has been contemplating the introduction of a ratings differential between U.S. bank holding companies and operating companies due to the evolving regulatory landscape. Currently, Fitch equalizes holding company and operating company ratings, reflecting what it views as the close correlation between default probabilities.

On November 24, 2014, S&P issued a proposal to add a component to its bank rating methodology to address how a bank’s long-term rating may be higher than the bank's unsupported rating due to “additional loss absorbing capacity” (ALAC). The ALAC proposal considers that loss absorption by instruments subject to bail-in could partly or fully replace a government bail-out and could reduce the likelihood of default on an operating company’s senior unsecured debt obligations. S&P continues to evaluate government support into the ratings of systemically important U.S. bank holding companies.

On September 9, 2014, Moody’s also released for comment a new bank rating methodology. The new methodology proposed a streamlined baseline credit assessment (with removal of the bank financial strength rating) and introduced a “loss given failure” assessment into the ratings. The comment period has closed and resolution is expected in early 2015.



Potential Impacts of Ratings Downgrades

Ratings downgrades by Moody’s, Fitch or S&P could negatively impact Citigroup’s and/or Citibank, N.A.’s funding and liquidity due to reduced funding capacity, including derivatives triggers, which could take the form of cash obligations and collateral requirements.

The following information is provided for the purpose of analyzing the potential funding and liquidity impact to Citigroup and Citibank, N.A. of a hypothetical, simultaneous

ratings downgrade across all three major rating agencies. This analysis is subject to certain estimates, estimation methodologies, and judgments and uncertainties. Uncertainties include potential ratings limitations that certain entities may have with respect to permissible counterparties, as well as general subjective counterparty behavior. For example, certain corporate customers and trading counterparties could re-




evaluate their business relationships with Citi and limit the trading of certain contracts or market instruments with Citi. Changes in counterparty behavior could impact Citi’s funding and liquidity, as well as the results of operations of certain of its businesses. The actual impact to Citigroup or Citibank, N.A. is unpredictable and may differ materially from the potential funding and liquidity impacts described below.

For additional information on the impact of credit rating changes on Citi and its applicable subsidiaries, see “Risk Factors—Liquidity Risks” above.




Citigroup Inc. and Citibank, N.A.—Potential Derivative Triggers

As of December 31, 2014, Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citigroup Inc. across all three major rating agencies could impact Citigroup’s funding and liquidity due to derivative triggers by approximately $0.8 billion, unchanged from September 30, 2014. Other funding sources, such as secured financing transactions and other margin requirements, for which there are no explicit triggers, could also be adversely affected.

As of December 31, 2014, Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citibank, N.A. across all three major rating agencies could impact Citibank, N.A.’s funding and liquidity by approximately $1.3 billion, compared to $1.7 billion as of September 30, 2014, due to derivative triggers.

In total, Citi estimates that a one-notch downgrade of Citigroup and Citibank, N.A., across all three major rating agencies, could result in aggregate cash obligations and collateral requirements of approximately $2.1 billion, compared to $2.5 billion as of September 30, 2014 (see also Note 23 to the Consolidated Financial Statements). As set forth under “High Quality Liquid Assets” above, the liquidity resources of Citi’s parent entities were approximately $73 billion, and the liquidity resources of Citi’s significant Citibank entities and other Citibank and Banamex entities were approximately $340 billion, for a total of approximately $413 billion as of December 31, 2014. These liquidity resources are available in part as a contingency for the potential events described above.

In addition, a broad range of mitigating actions are currently included in Citigroup’s and Citibank, N.A.’s contingency funding plans. For Citigroup, these mitigating factors include, but are not limited to, accessing surplus funding capacity from existing clients, tailoring levels of secured lending, and adjusting the size of select trading books and collateralized borrowings from Citi’s significant bank




98









subsidiaries. Mitigating actions available to Citibank, N.A. include, but are not limited to, selling or financing highly liquid government securities, tailoring levels of secured lending, adjusting the size of select trading books, reducing loan originations and renewals, raising additional deposits, or borrowing from the FHLB or central banks. Citi believes these mitigating actions could substantially reduce the funding and liquidity risk, if any, of the potential downgrades described above.




Citibank, N.A.—Additional Potential Impacts

In addition to the above derivative triggers, Citi believes that a potential one-notch downgrade of Citibank, N.A.’s senior debt/long-term rating by S&P and Fitch could also have an adverse impact on the commercial paper/short-term rating of Citibank, N.A. As of December 31, 2014, Citibank, N.A. had liquidity commitments of approximately $16.1 billion to consolidated asset-backed commercial paper conduits, compared to $17.6 billion as of September 30, 2014 (as referenced in Note 22 to the Consolidated Financial Statements).

In addition to the above-referenced liquidity resources of Citi’s significant Citibank entities and other Citibank and Banamex entities, Citibank, N.A. could reduce the funding and liquidity risk, if any, of the potential downgrades described above through mitigating actions, including repricing or reducing certain commitments to commercial paper conduits. In the event of the potential downgrades described above, Citi believes that certain corporate customers could re-evaluate their deposit relationships with Citibank, N.A. This re-evaluation could result in clients adjusting their discretionary deposit levels or changing their depository institution, which could potentially reduce certain deposit levels at Citibank, N.A. However, Citi could choose to adjust pricing, offer alternative deposit products to its existing customers or seek to attract deposits from new customers, in addition to the mitigating actions referenced above.




99









Price Risk

Price risk losses arise from fluctuations in the market value of non-trading and trading positions resulting from changes in interest rates, credit spreads, foreign exchange rates, equity and commodity prices, and in their implied volatilities.




Price Risk Measurement and Stress Testing

Price risks are measured in accordance with established standards to ensure consistency across businesses and the ability to aggregate risk. The measurements used for non-trading and trading portfolios, as well as associated stress testing processes, are described below.




Price Risk—Non-Trading Portfolios




Net Interest Revenue and Interest Rate Risk

Net interest revenue, for interest rate exposure purposes, is the difference between the yield earned on the non-trading portfolio assets (including customer loans) and the rate paid on the liabilities (including customer deposits or company borrowings). Net interest revenue is affected by changes in the level of interest rates, as well as the amounts of assets and liabilities, and the timing of repricing of assets and liabilities to reflect market rates.



Interest Rate Risk Measurement—IRE

Citi’s principal measure of risk to net interest revenue is interest rate exposure (IRE). IRE measures the change in expected net interest revenue in each currency resulting solely from unanticipated changes in forward interest rates.

Citi’s estimated IRE incorporates various assumptions including prepayment rates on loans, customer behavior, and the impact of pricing decisions. For example, in rising interest rate scenarios, portions of the deposit portfolio may be assumed to experience rate increases that are less than the change in market interest rates. In declining interest rate scenarios, it is assumed that mortgage portfolios experience higher prepayment rates. IRE assumes that businesses and/or Citi Treasury make no additional changes in balances or positioning in response to the unanticipated rate changes.




Mitigation and Hedging of Interest Rate Risk

In order to manage changes in interest rates effectively, Citi may modify pricing on new customer loans and deposits, purchase fixed rate securities, issue debt that is either fixed or floating or enter into derivative transactions that have the opposite risk exposures. Citi regularly assesses the viability of these and other strategies to reduce its interest rate risks and




implements such strategies when it believes those actions are prudent.

Citi manages interest rate risk as a consolidated company- wide position. Citi’s client-facing businesses create interest rate sensitive positions, including loans and deposits, as part of their ongoing activities. Citi Treasury aggregates these risk positions and manages them centrally. Operating within established limits, Citi Treasury makes positioning decisions and uses tools, such as Citi’s investment securities portfolio, company-issued debt, and interest rate derivatives, to target the desired risk profile. Changes in Citi’s interest rate risk position reflect the accumulated changes in all non-trading assets and liabilities, with potentially large and offsetting impacts, as well as Citi Treasury’s positioning decisions.




Stress Testing

Citigroup employs additional measurements, including stress testing the impact of non-linear interest rate movements on the value of the balance sheet; the analysis of portfolio duration and volatility, particularly as they relate to mortgage loans and mortgage-backed securities; and the potential impact of the change in the spread between different market indices.




Interest Rate Risk Measurement—OCI at Risk

Citi also measures the potential impacts of changes in interest rates on the value of its Other Comprehensive Income (OCI), which can in turn impact Citi’s Common Equity Tier 1 Capital ratio. Citi’s goal is to benefit from an increase in the market level of interest rates, while limiting the impact of changes in OCI on its regulatory capital position.

OCI at risk is managed as part of the company-wide interest rate risk position. OCI at risk considers potential changes in OCI (and the corresponding impact on the Common Equity Tier 1 Capital ratio) relative to Citi’s capital generation capacity.





































100







The following table sets forth the estimated impact to Citi’s net interest revenue, OCI and the Common Equity Tier 1 Capital ratio (on a fully implemented basis), each assuming an unanticipated parallel instantaneous 100 basis point increase in interest rates.






In millions of dollars (unless otherwise noted)

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2013


Estimated annualized impact to net interest revenue








U.S. dollar(1)

$

1,123




$

1,159




$

1,229





All other currencies

629




713




609





Total

$

1,752




$

1,872




$

1,838





As a % of average interest-earning assets

0.11

%

0.11

%

0.11

%


Estimated initial impact to OCI (after-tax)(2)

$

(3,961

)

$

(3,621

)

$

(3,070

)


Estimated initial impact on Common Equity Tier 1 Capital ratio (bps)(3)

(44

)

(41

)

(37

)




(1)

Certain trading-oriented businesses within Citi have accrual-accounted positions that are excluded from the estimated impact to net interest revenue in the table since these exposures are managed economically in combination with mark-to-market positions. The U.S. dollar interest rate exposure associated with these businesses was $(148) million for a 100 basis point instantaneous increase in interest rates as of December 31, 2014.




(2)

Includes the effect of changes in interest rates on OCI related to investment securities, cash flow hedges and pension liability adjustments.




(3)

The estimated initial impact to the Common Equity Tier 1 Capital ratio considers the effect of Citi’s deferred tax asset position and is based on only the estimated initial OCI impact above.




The decrease in the estimated impact to net interest revenue from the prior year primarily reflected Citi Treasury actions (as described under “Mitigation and Hedging of Interest Rate Risk” above), which more than offset changes in balance sheet composition, including the continued seasoning of Citi’s deposit balances and increases in Citi’s capital base. The change in the estimated impact to OCI and the Common Equity Tier 1 Capital ratio from the prior year primarily reflected changes in the composition of Citi Treasury’s investment and interest rate derivatives portfolio.

In the event of an unanticipated parallel instantaneous 100 basis point increase in interest rates, Citi expects the negative impact to OCI would be offset in shareholders’ equity through the combination of expected incremental net interest revenue and the expected recovery of the impact on OCI through accretion of Citi’s investment portfolio over a period of time.




As of December 31, 2014, Citi expects that the negative $4.0 billion impact to OCI in such a scenario could potentially be offset over approximately 22 months.

As noted above, Citi routinely evaluates multiple interest rate scenarios, including interest rate increases and decreases and steepening and flattening of the yield curve, to anticipate how net interest revenue and OCI might be impacted in different interest rate environments. The following table sets forth the estimated impact to Citi’s net interest revenue, OCI and the Common Equity Tier 1 Capital ratio (on a fully implemented basis) under four different changes in interest rates for the U.S. dollar and Citi’s other currencies. While Citi also monitors the impact of a parallel decrease in interest rates, a 100 basis point decrease in short-term interest rates is not meaningful, as it would imply negative interest rates in many of Citi’s markets.







In millions of dollars (unless otherwise noted)

Scenario 1

Scenario 2

Scenario 3

Scenario 4


Overnight rate change (bps)

100




100















10-year rate change (bps)

100









100




(100

)


Estimated annualized impact to net interest revenue










U.S. dollar

$

1,123




$

1,082




$

95




$

(161

)


All other currencies

629




586




36




(36

)


Total

$

1,752




$

1,668




$

131




$

(197

)


Estimated initial impact to OCI (after-tax)(1)

$

(3,961

)

$

(2,543

)

$

(1,597

)

$

1,372





Estimated initial impact to Common Equity Tier 1 Capital ratio (bps)(2)

(44

)

(28

)

(18

)

15





Note: Each scenario in the table above assumes that the rate change will occur instantaneously. Changes in interest rates for maturities between the overnight rate and the 10-year are interpolated.



(1)

Includes the effect of changes in interest rates on OCI related to investment securities, cash flow hedges and pension liability adjustments.




(2)

The estimated initial impact to the Common Equity Tier 1 Capital ratio considers the effect of Citi’s deferred tax asset position and is based on only the estimated OCI impact above.




As shown in the table above, the magnitude of the impact to Citi’s net interest revenue and OCI is greater under scenario 2 as compared to scenario 3. This is because the combination of changes to Citi’s investment portfolio, partially offset by changes related to Citi’s pension liabilities, results in a net position that is more sensitive to rates at shorter and intermediate term maturities.










101









Changes in Foreign Exchange Rates—Impacts on OCI and Capital

As of December 31, 2014, Citi estimates that a simultaneous

5% appreciation of the U.S. dollar against all of Citi’s other

currencies could reduce Citi’s tangible common equity (TCE)

by approximately $1.5 billion, or 0.8% of TCE, as a result of changes to Citi’s foreign currency translation adjustment in AOCI, net of hedges. This impact would be primarily due to changes in the value of the Mexican peso, the British pound sterling, the euro, the Chinese yuan and the Korean won.

Despite this decrease in TCE, Citi believes its business model and management of foreign currency translation exposure work to minimize the effect of changes in foreign exchange rates on its Common Equity Tier 1 Capital ratio. Specifically, as currency movements change the value of Citi’s net investments in foreign-currency-denominated capital, these movements also change the value of Citi’s risk-weighted assets denominated in those currencies. This, coupled with Citi’s foreign currency hedging strategies, such as foreign currency borrowings, foreign currency forwards and other currency hedging instruments, lessens the impact of foreign currency movements on Citi’s Common Equity Tier 1 Capital ratio.

The effect of Citi’s business model and management strategies on changes in foreign exchange rates are shown in the table below. For additional information in the changes in AOCI, see Note 20 to the Consolidated Financial Statements.


























































































For the quarter ended


In millions of dollars (unless otherwise noted)

Dec. 31, 2014

Sept. 30, 2014

Dec. 31, 2013


Change in FX spot rate(1)

4.9

%

(4.4

)%

(0.4

)%


Change in TCE due to foreign currency translation, net of hedges

$

(1,932

)

$

(1,182

)

$

(241

)


As a % of Tangible Common Equity

(1.1

)%

(0.7

)%

(0.1

)%


Estimated impact to Common Equity Tier 1 Capital ratio (on a fully implemented basis) due to changes in foreign currency translation, net of hedges (bps)

(1

)

3




(2

)







(1)

FX spot rate change is a weighted average based upon Citi’s quarterly average GAAP capital exposure to foreign countries.













102







Interest Revenue/Expense and Yields














In millions of dollars, except as otherwise noted

2014



2013



2012



Change
2014 vs. 2013



Change
2013 vs. 2012




Interest revenue(1)

$

62,180






$

63,491






$

67,840






(2

)%



(6

)%




Interest expense

13,690






16,177






20,612






(15

)



(22

)




Net interest revenue(1)(2)(3)

$

48,490






$

47,314






$

47,228






2

%





%




Interest revenue—average rate

3.72

%



3.83

%



4.06

%



(11

)

bps

(23

)

bps


Interest expense—average rate

1.02






1.19






1.47






(17

)

bps

(28

)

bps


Net interest margin

2.90

%



2.85

%



2.82

%



5




bps

3




bps


Interest-rate benchmarks






















Two-year U.S. Treasury note—average rate

0.46

%



0.31

%



0.28

%



15




bps

3




bps


10-year U.S. Treasury note—average rate

2.54






2.35






1.80






19




bps

55




bps


10-year vs. two-year spread

208




bps

204




bps

152




bps


















(1)

Net interest revenue includes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $498 million, $521 million and $542 million for 2014, 2013 and 2012, respectively.




(2)

Excludes expenses associated with certain hybrid financial instruments, which are classified as Long-term debt and accounted for at fair value with changes recorded in Principal transactions.




(3)

Interest revenue, expense, rates and volumes exclude Credicard (Discontinued operations) for all periods presented. See Note 2 to the Consolidated Financial Statements.







Citi’s net interest margin (NIM) is calculated by dividing gross interest revenue less gross interest expense by average interest earning assets. Citi’s NIM improved to 290 basis points in 2014, up from 285 basis points in 2013, primarily reflecting lower cost of funds, including continued declines in the cost of deposits and long-term debt (see “Funding and Liquidity” above), partially offset by continued lower loan yields.




Going into 2015, while Citi currently expects its NIM to remain relatively stable to full-year 2014 levels, the continued run-off and sales of assets from Citi Holdings could impact NIM quarter-to-quarter.













103







Average Balances and Interest Rates—Assets(1)(2)(3)(4)

Taxable Equivalent Basis






Average volume

Interest revenue

% Average rate


In millions of dollars, except rates

2014

2013

2012

2014

2013

2012

2014

2013

2012


Assets




















Deposits with banks(5)

$

161,359




$

144,904




$

157,911




$

959




$

1,026




$

1,261




0.59

%

0.71

%

0.80

%


Federal funds sold and securities borrowed or purchased under agreements to resell(6)





























In U.S. offices

$

153,688




$

158,237




$

156,837




$

1,034




$

1,133




$

1,471




0.67

%

0.72

%

0.94

%


In offices outside the U.S.(5)

101,177




109,233




120,400




1,332




1,433




1,947




1.32




1.31




1.62





Total

$

254,865




$

267,470




$

277,237




$

2,366




$

2,566




$

3,418




0.93

%

0.96

%

1.23

%


Trading account assets(7)(8)





























In U.S. offices

$

114,910




$

126,123




$

124,633




$

3,472




$

3,728




$

3,899




3.02

%

2.96

%

3.13

%


In offices outside the U.S.(5)

119,801




127,291




126,203




2,538




2,683




3,077




2.12




2.11




2.44





Total

$

234,711




$

253,414




$

250,836




$

6,010




$

6,411




$

6,976




2.56

%

2.53

%

2.78

%


Investments





























In U.S. offices





























Taxable

$

193,816




$

174,084




$

169,307




$

3,286




$

2,713




$

2,880




1.70

%

1.56

%

1.70

%


Exempt from U.S. income tax

15,480




18,075




16,405




626




811




816




4.04




4.49




4.97





In offices outside the U.S.(5)

113,163




114,122




114,549




3,627




3,761




4,156




3.21




3.30




3.63





Total

$

322,459




$

306,281




$

300,261




$

7,539




$

7,285




$

7,852




2.34

%

2.38

%

2.62

%


Loans (net of unearned income)(9)





























In U.S. offices

$

361,769




$

354,707




$

359,794




$

26,076




$

25,941




$

27,077




7.21

%

7.31

%

7.53

%


In offices outside the U.S.(5)

296,656




292,852




286,025




18,723




19,660




20,676




6.31




6.71




7.23





Total

$

658,425




$

647,559




$

645,819




$

44,799




$

45,601




$

47,753




6.80

%

7.04

%

7.39

%


Other interest-earning assets(10)

$

40,375




$

38,233




$

40,766




$

507




$

602




$

580




1.26

%

1.57

%

1.42

%


Total interest-earning assets

$

1,672,194




$

1,657,861




$

1,672,830




$

62,180




$

63,491




$

67,840




3.72

%

3.83

%

4.06

%


Non-interest-earning assets(7)

$

224,721




$

222,526




$

234,437

















Total assets from discontinued operations






2,909




3,432

















Total assets

$

1,896,915




$

1,883,296




$

1,910,699



















(1)

Net interest revenue includes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $498 million, $521 million and $542 million for 2014, 2013, and 2012, respectively.




(2)

Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.




(3)

Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.




(4)

Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations. See Note 2 to the Consolidated Financial Statements.




(5)

Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.




(6)

Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to FIN 41 (ASC 210-20-45). However, Interest revenue excludes the impact of FIN 41 (ASC 210-20-45).




(7)

The fair value carrying amounts of derivative contracts are reported net, pursuant to FIN 39 (ASC 815-10-45), in Non-interest-earning assets and Other non-interest-bearing liabilities.




(8)

Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.




(9)

Includes cash-basis loans.




(10)

Includes brokerage receivables.




104







Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Revenue(1)(2)(3)(4)

Taxable Equivalent Basis






Average volume

Interest expense

% Average rate


In millions of dollars, except rates

2014

2013

2012

2014

2013

2012

2014

2013

2012


Liabilities




















Deposits




















In U.S. offices(5)

$

289,669




$

262,544




$

233,100




$

1,432




$

1,754




$

2,137




0.49

%

0.67

%

0.92

%


In offices outside the U.S.(6)

465,144




481,134




487,437




4,260




4,482




5,553




0.92




0.93




1.14





Total

$

754,813




$

743,678




$

720,537




$

5,692




$

6,236




$

7,690




0.75

%

0.84

%

1.07

%


Federal funds purchased and securities loaned or sold under agreements to repurchase(7)
































In U.S. offices

$

102,246




$

126,742




$

121,843




$

656




$

677




$

852




0.64

%

0.53

%

0.70

%


In offices outside the U.S.(6)

87,777




102,623




101,928




1,239




1,662




1,965




1.41




1.62




1.93





Total

$

190,023




$

229,365




$

223,771




$

1,895




$

2,339




$

2,817




1.00

%

1.02

%

1.26

%


Trading account liabilities(8)(9)
































In U.S. offices

$

30,451




$

24,834




$

29,486




$

75




$

93




$

116




0.25

%

0.37

%

0.39

%


In offices outside the U.S.(6)

45,205




47,908




44,639




93




76




74




0.21




0.16




0.17





Total

$

75,656




$

72,742




$

74,125




$

168




$

169




$

190




0.22

%

0.23

%

0.26

%


Short-term borrowings(10)
































In U.S. offices

$

79,028




$

77,439




$

78,747




$

161




$

176




$

203




0.20

%

0.23

%

0.26

%


In offices outside the U.S.(6)

39,220




35,551




31,897




419




421




524




1.07




1.18




1.64





Total

$

118,248




$

112,990




$

110,644




$

580




$

597




$

727




0.49

%

0.53

%

0.66

%


Long-term debt(11)
































In U.S. offices

$

194,295




$

194,140




$

255,093




$

5,093




$

6,602




$

8,896




2.62

%

3.40

%

3.49

%


In offices outside the U.S.(6)

7,761




10,194




14,603




262




234




292




3.38




2.30




2.00





Total

$

202,056




$

204,334




$

269,696




$

5,355




$

6,836




$

9,188




2.65

%

3.35

%

3.41

%


Total interest-bearing liabilities

$

1,340,796




$

1,363,109




$

1,398,773




$

13,690




$

16,177




$

20,612




1.02

%

1.19

%

1.47

%


Demand deposits in U.S. offices

$

26,216




$

21,948




$

13,170

















Other non-interest-bearing liabilities(8)

317,351




299,052




311,529

















Total liabilities from discontinued operations






362




729

















Total liabilities

$

1,684,363




$

1,684,471




$

1,724,201

















Citigroup stockholders’ equity(12)

$

210,863




$

196,884




$

184,592

















Noncontrolling interest

1,689




1,941




1,906

















Total equity(12)

$

212,552




$

198,825




$

186,498

















Total liabilities and stockholders’ equity

$

1,896,915




$

1,883,296




$

1,910,699

















Net interest revenue as a percentage of average interest-earning assets(13)




















In U.S. offices

$

953,394




$

926,291




$

941,367




$

27,497




$

25,591




$

24,586




2.88

%

2.76

%

2.61

%


In offices outside the U.S.(6)

718,800




731,570




731,463




20,993




21,723




22,642




2.92




2.97




3.10





Total

$

1,672,194




$

1,657,861




$

1,672,830




$

48,490




$

47,314




$

47,228




2.90

%

2.85

%

2.82

%




(1)

Net interest revenue includes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $498 million, $521 million and $542 million for 2014, 2013 and 2012, respectively.




(2)

Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.




(3)

Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.




(4)

Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations. See Note 2 to the Consolidated Financial Statements.




(5)

Consists of other time deposits and savings deposits. Savings deposits are made up of insured money market accounts, NOW accounts, and other savings deposits. The interest expense on savings deposits includes FDIC deposit insurance fees and charges.




(6)

Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.




(7)

Average volumes of securities sold under agreements to repurchase are reported net pursuant to FIN 41 (ASC 210-20-45). However, Interest expense excludes the impact of FIN 41 (ASC 210-20-45).




(8)

The fair value carrying amounts of derivative contracts are reported net, pursuant to FIN 39 (ASC 815-10-45), in Non-interest-earning assets and Other non-interest-bearing liabilities.




105









(9)

Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.




(10)

Includes brokerage payables.




(11)

Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified as Long-term debt, as these obligations are accounted for in changes in fair value recorded in Principal transactions.




(12)

Includes stockholders’ equity from discontinued operations.




(13)

Includes allocations for capital and funding costs based on the location of the asset.





Analysis of Changes in Interest Revenue(1)(2)(3)






2014 vs. 2013

2013 vs. 2012




Increase (decrease)

due to change in:

Increase (decrease)

due to change in:


In millions of dollars

Average

volume

Average

rate

Net

change

Average

volume

Average

rate

Net

change


Deposits with banks(4)

$

109




$

(176

)

$

(67

)

$

(99

)

$

(136

)

$

(235

)


Federal funds sold and securities borrowed or

purchased under agreements to resell














In U.S. offices

$

(32

)

$

(67

)

$

(99

)

$

13




$

(351

)

$

(338

)


In offices outside the U.S.(4)

(106

)

5




(101

)

(169

)

(345

)

(514

)


Total

$

(138

)

$

(62

)

$

(200

)

$

(156

)

$

(696

)

$

(852

)


Trading account assets(5)














In U.S. offices

$

(337

)

$

81




$

(256

)

$

46




$

(217

)

$

(171

)


In offices outside the U.S.(4)

(159

)

14




(145

)

26




(420

)

(394

)


Total

$

(496

)

$

95




$

(401

)

$

72




$

(637

)

$

(565

)


Investments(1)














In U.S. offices

$

319




$

69




$

388




$

125




$

(297

)

$

(172

)


In offices outside the U.S.(4)

(31

)

(103

)

(134

)

(15

)

(380

)

(395

)


Total

$

288




$

(34

)

$

254




$

110




$

(677

)

$

(567

)


Loans (net of unearned income)(6)














In U.S. offices

$

512




$

(377

)

$

135




$

(379

)

$

(757

)

$

(1,136

)


In offices outside the U.S.(4)

253




(1,190

)

(937

)

485




(1,501

)

(1,016

)


Total

$

765




$

(1,567

)

$

(802

)

$

106




$

(2,258

)

$

(2,152

)


Other interest-earning assets(7)

$

32




$

(127

)

$

(95

)

$

(37

)

$

59




$

22





Total interest revenue

$

560




$

(1,871

)

$

(1,311

)

$

(4

)

$

(4,345

)

$

(4,349

)




(1)

The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35% and is included in this presentation.




(2)

Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total net change.




(3)

Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations. See Note 2 to the Consolidated Financial Statements.




(4)

Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.




(5)

Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.




(6)

Includes cash-basis loans.




(7)

Includes brokerage receivables.




106







Analysis of Changes in Interest Expense and Interest Revenue(1)(2)(3)





2014 vs. 2013

2013 vs. 2012




Inc
https://www.sec.gov/Archives/edgar/data/831001/000083100115000043/c-12312014x10k.htm

 

 

 


Entity Name List
Corporate Name Document Number Status

CITIFINANCIAL, INC. 807189 INACT


Foreign Profit Corporation
CITIFINANCIAL COMPANY (DE)


Cross Reference Name
CITIFINANCIAL COMPANY

Filing Information

Document Number
F04000000930
FEI/EIN Number
52-1008409
Date Filed
02/18/2004
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
10/16/2018
Event Effective Date
NONE


Principal Address

1000 TECHNOLOGY DRIVE
O'FALLON, MO 63368


Changed: 07/31/2015

Mailing Address

1000 TECHNOLOGY DR., MS 140
O'FALLON, MO 63368


Changed: 10/16/2018


Registered Agent Name & Address
NONE
Registered Agent Revoked: 10/16/2018

Officer/Director Detail
Name & Address

Title Director, Treasurer

BURNS, WILLIAM A
1000 TECHNOLOGY DRIVE
O'FALLON, MO 63368


Title Director

MENTZEL, ARYEH
1 COURT SQUARE
LONG ISLAND CITY, NY 11101


Title Assistant Tax Officer

SCHMIDT, JULIE
8800 HIDDEN RIVER PARKWAY
TAMPA, FL 33637




Annual Reports

Report Year Filed Date
2016 04/18/2016
2017 04/06/2017
2018 04/18/2018



Document Images

10/16/2018 -- Withdrawal View image in PDF format
04/18/2018 -- ANNUAL REPORT View image in PDF format
04/06/2017 -- ANNUAL REPORT View image in PDF format
04/18/2016 -- ANNUAL REPORT View image in PDF format
04/16/2015 -- ANNUAL REPORT View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
02/18/2004 -- Foreign Profit View image in PDF format

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F040000009300&aggregateId=forp-f04000000930-49b47396-640c-4849-9c38-9c8fafc991b7&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891

CITIFINANCIAL COMPANY F04000000930 CROSS RF


Events No Name History

Detail by Entity Name


Foreign Profit Corporation

CITIFINANCIAL COMPANY (DE)


Cross Reference Name
CITIFINANCIAL COMPANY

Filing Information

Document Number
F04000000930
FEI/EIN Number
52-1008409
Date Filed
02/18/2004
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
10/16/2018
Event Effective Date
NONE


Principal Address

1000 TECHNOLOGY DRIVE
O'FALLON, MO 63368


Changed: 07/31/2015

Mailing Address

1000 TECHNOLOGY DR., MS 140
O'FALLON, MO 63368

Changed: 10/16/2018

Registered Agent Name & Address
NONE
Registered Agent Revoked: 10/16/2018

Officer/Director Detail
Name & Address

Title Director, Treasurer

BURNS, WILLIAM A
1000 TECHNOLOGY DRIVE
O'FALLON, MO 63368


Title Director

MENTZEL, ARYEH
1 COURT SQUARE
LONG ISLAND CITY, NY 11101


Title Assistant Tax Officer

SCHMIDT, JULIE
8800 HIDDEN RIVER PARKWAY
TAMPA, FL 33637
 

Annual Reports

Report Year Filed Date
2016 04/18/2016
2017 04/06/2017
2018 04/18/2018

Document Images

10/16/2018 -- Withdrawal View image in PDF format
04/18/2018 -- ANNUAL REPORT View image in PDF format
04/06/2017 -- ANNUAL REPORT View image in PDF format
04/18/2016 -- ANNUAL REPORT View image in PDF format
04/16/2015 -- ANNUAL REPORT View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
02/18/2004 -- Foreign Profit View image in PDF format
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F040000009300&aggregateId=forp-f04000000930-49b47396-640c-4849-9c38-9c8fafc991b7&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891

 


CITIFINANCIAL, INC. F04000000932 CROSS RF


Foreign Profit Corporation

CITIFINANCIAL, INC. (OH)


Cross Reference Name
CITIFINANCIAL, INC.

Filing Information

Document Number
F04000000932
FEI/EIN Number
31-0890616
Date Filed
02/18/2004
State
OH
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
11/04/2013
Event Effective Date
NONE


Principal Address

300 ST PAUL PLACE
BALTIMORE, MD 21202


Changed: 04/10/2009

Mailing Address

P.O. BOX 30509
TAX & REPORTING
TAMPA, FL 33631


Changed: 04/08/2013


Registered Agent Name & Address
NONE
Registered Agent Revoked: 11/04/2013

Officer/Director Detail
Name & Address

Title P/D

SCHNEIDER, JAMES W
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title T/D

LECHNER, GREGORY
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title VP/S

DAVIS, LINDA S
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER DRIVE
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2011 04/04/2011
2012 03/23/2012
2013 04/08/2013



Document Images

11/04/2013 -- Withdrawal View image in PDF format
04/08/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
02/18/2004 -- Foreign Profit View image in PDF format

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F040000009320&aggregateId=forp-f04000000932-4221d8ce-dc1b-4656-9266-f0182622bdd8&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891

CITIFINANCIAL, INC. F04000000933 CROSS RF

Detail by Entity Name


Foreign Profit Corporation

CITIFINANCIAL, INC. (TX)


Cross Reference Name
CITIFINANCIAL, INC.

Filing Information

Document Number
F04000000933
FEI/EIN Number
56-1300879
Date Filed
02/18/2004
State
TX
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
09/27/2013
Event Effective Date
NONE


Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202


Changed: 04/10/2009

Mailing Address

300 SAINT PAUL PLACE 17TH FLOOR
BALTIMORE, MD 21202


Changed: 09/27/2013


Registered Agent Name & Address
NONE
Registered Agent Revoked: 09/27/2013

Officer/Director Detail
Name & Address

Title P/D

SCHNEIDER, JAMES W
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title T/D

LECHNER, GREGORY
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title VP/S

DAVIS, LINDA S
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER DRIVE
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2011 04/04/2011
2012 03/23/2012
2013 04/05/2013

Document Images

09/27/2013 -- Withdrawal View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/06/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
02/18/2004 -- Foreign Profit View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F040000009330&aggregateId=forp-f04000000933-d08a5b18-156f-45e4-a636-a66f04d2dc9c&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


 


CITIFINANCIAL, INC. F04000000934 CROSS RF


Foreign Profit Corporation

CITIFINANCIAL, INC. (NY)


Cross Reference Name
CITIFINANCIAL, INC.

Filing Information

Document Number
F04000000934
FEI/EIN Number
52-0731759
Date Filed
02/18/2004
State
NY
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
12/16/2016
Event Effective Date
NONE


Principal Address

1000 TECHNOLOGY DR
MS 140
O'FALLON, MO 63368


Changed: 12/16/2016

Mailing Address

1000 TECHNOLOGY DR
MS 140
O'FALLON, MO 63368


Changed: 12/16/2016


Registered Agent Name & Address
NONE
Registered Agent Revoked: 12/16/2016

Officer/Director Detail
Name & Address

Title President, Director

SCHNEIDER, JAMES W
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title ASSISTANT TREASURER

SCHMIDT, JULIE
8800 HIDDEN RIVER PARKWAY
TAMPA, FL 33637


Title Treasurer, Director

LECHNER, GREGORY
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title VP, Director, Secretary

DAVIS, LINDA S
100 INTERNATIONAL DR
BALTIMORE, MD 21202




Annual Reports

Report Year Filed Date
2014 04/16/2014
2015 04/16/2015
2016 04/18/2016



Document Images

12/16/2016 -- Withdrawal View image in PDF format
04/18/2016 -- ANNUAL REPORT View image in PDF format
04/16/2015 -- ANNUAL REPORT View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/06/2010 -- ANNUAL REPORT View image in PDF format
04/08/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
02/18/2004 -- Foreign Profit View image in PDF format

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F040000009340&aggregateId=forp-f04000000934-4144be74-59ac-470d-a982-d3e595d39c81&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


CITIFINANCIAL CORPORATION F04000003876 CROSS RF


Foreign Profit Corporation

CITIFINANCIAL CORPORATION (COLORADO)


Cross Reference Name
CITIFINANCIAL CORPORATION

Filing Information

Document Number
F04000003876
FEI/EIN Number
52-0808447
Date Filed
07/08/2004
State
CO
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
11/04/2013
Event Effective Date
NONE


Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202



Mailing Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202

Registered Agent Name & Address
NONE
Registered Agent Revoked: 11/04/2013

Officer/Director Detail
Name & Address

Title P/D

SCHNEIDER, JAMES W
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title VP/S

DAVIS, LINDA S
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title T/D

LECHNER, GREGORY
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

BAER, TERESA M
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER
TAMPA, FL 33610

Annual Reports

Report Year Filed Date
2011 04/04/2011
2012 03/23/2012
2013 04/05/2013

Document Images

11/04/2013 -- Withdrawal View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
07/08/2004 -- Foreign Profit View image in PDF format
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F040000038760&aggregateId=forp-f04000003876-51ec7c4e-b5f1-4224-a82d-85cae17197a1&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891

 


CITIFINANCIAL CORPORATION F96000002139 CROSS RF



Foreign Profit Corporation

CITIFINANCIAL CORPORATION (DE)


Cross Reference Name
CITIFINANCIAL CORPORATION

Filing Information

Document Number
F96000002139
FEI/EIN Number
51-0372905
Date Filed
04/29/1996
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
03/13/2002
Event Effective Date
NONE


Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202



Mailing Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202



Registered Agent Name & Address
NONE

Officer/Director Detail
Name & Address

Title PD

TARRANT, FRANK
200 CAHABA PARK S., #335
BIRMINGHAM, AL 35242


Title VS

SUJAT, F J
300 ST PAUL PL
BALTIMORE, MD


Title D

JONES, ROBERT C
3675 CRESTWOOD PKWY., #360
DULUTH, GA 30136


Title D

MILLER, WENDELL
3675 CRESTWOOD PKWY., #360
DULUTH, GA 30136


Title AS

LONG, ILENE
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title AS

LONG, ILENE
300 ST PAUL PLACE
BALTIMORE, MD 21202




Annual Reports

Report Year Filed Date
1999 04/16/1999
2000 04/25/2000
2001 04/09/2001

Document Images

03/13/2002 -- Withdrawal View image in PDF format
04/09/2001 -- ANNUAL REPORT View image in PDF format
04/25/2000 -- ANNUAL REPORT View image in PDF format
06/10/1999 -- Name Change View image in PDF format
04/16/1999 -- ANNUAL REPORT View image in PDF format
05/04/1998 -- ANNUAL REPORT View image in PDF format
05/15/1997 -- ANNUAL REPORT View image in PDF format
04/29/1996 -- DOCUMENTS PRIOR TO 1997 View image in PDF format

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20F960000021391&aggregateId=forp-f96000002139-a582da65-d689-46fc-8163-fc852f3a3611&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891

CITIFINANCIAL CORPORATION, LLC M02000000658 INACT

Foreign Limited Liability Company

CITIFINANCIAL CORPORATION, LLC

Filing Information

Document Number
M02000000658
FEI/EIN Number
33-0995851
Date Filed
03/13/2002
State
DE
Status
INACTIVE
Last Event
LC WITHDRAWAL
Event Date Filed
10/21/2014
Event Effective Date
NONE


Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202


Changed: 04/10/2009

Mailing Address

PO BOX 30509
ATTN: TAX & REPORTING
TAMPA, FL 33631


Changed: 04/10/2009


Registered Agent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324



Authorized Person(s) Detail
Name & Address

Title P/D

SCHNEIDER, JAMES W
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title T, Director

LECHNER, GREGORY
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title VP/S, Director

DAVIS, LINDA S
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER DR
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2012 03/23/2012
2013 04/05/2013
2014 04/16/2014



Document Images

10/21/2014 -- LC Withdrawal View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/01/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/29/2005 -- ANNUAL REPORT View image in PDF format
03/15/2004 -- ANNUAL REPORT View image in PDF format
03/27/2003 -- ANNUAL REPORT View image in PDF format
03/13/2002 -- Foreign Limited View image in PDF format
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIAL%20M020000006580&aggregateId=forl-m02000000658-679bb2bf-216a-425d-932a-63c5c256aca5&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891

CITIFINANCIAL AUTO CORPORATION 831753 INACT


Foreign Profit Corporation

CITIFINANCIAL AUTO CORPORATION


Filing Information

Document Number
831753
FEI/EIN Number
57-0521452
Date Filed
02/01/1974
State
SC
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
12/31/2014
Event Effective Date
NONE


Principal Address

6400 LAS COLINAS BLVD
IRVING, TX 75039


Changed: 04/05/2013

Mailing Address

P.O. BOX 30509
TAX & REPORTING
TAMPA, FL 33631


Changed: 04/09/2009


Registered Agent Name & Address
NONE
Registered Agent Revoked: 12/31/2014

Officer/Director Detail
Name & Address

Title P/D

BALLIET, CALVIN
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title SVP, D

JACQUES, CHARLES
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title T/D

STONE, DONNA
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title S

BAER, TERESA M
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER DRIVE
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2012 03/23/2012
2013 04/05/2013
2014 04/16/2014



Document Images

12/31/2014 -- Withdrawal View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/01/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/09/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/18/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
03/07/2005 -- Name Change View image in PDF format
03/15/2004 -- ANNUAL REPORT View image in PDF format
02/17/2003 -- ANNUAL REPORT View image in PDF format
05/13/2002 -- ANNUAL REPORT View image in PDF format
03/13/2001 -- ANNUAL REPORT View image in PDF format
09/27/2000 -- Reg. Agent Change View image in PDF format
03/10/2000 -- ANNUAL REPORT View image in PDF format
04/27/1999 -- ANNUAL REPORT View image in PDF format
03/09/1998 -- ANNUAL REPORT View image in PDF format
04/24/1997 -- ANNUAL REPORT View image in PDF format
05/01/1996 -- ANNUAL REPORT View image in PDF format
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=PreviousList&searchNameOrder=CITIFINANCIALAUTO%208317531&aggregateId=forp-831753-35b08448-9379-4bbb-96a8-52e505c77084&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


CITIFINANCIAL AUTO LTD., INC. F93000002339 CROSS RF


Foreign Profit Corporation

CITIFINANCIAL AUTO LTD., INC. (MN)


Cross Reference Name
CITIFINANCIAL AUTO LTD., INC.

Filing Information

Document Number
F93000002339
FEI/EIN Number
41-1664848
Date Filed
05/19/1993
State
MN
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
12/31/2014
Event Effective Date
NONE


Principal Address

6400 LAS COLINAS BLVD
IRVING, TX 75039


Changed: 04/03/2013

Mailing Address

P.O. BOX 30509
TAX & REPORTING
TAMPA, FL 33631


Changed: 04/09/2009


Registered Agent Name & Address
NONE
Registered Agent Revoked: 12/31/2014

Officer/Director Detail
Name & Address

Title P/D

BALLIET, CALVIN
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title SVP

JACQUES, CHARLES
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title T/D

STONE, DONNA
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title S

BAER, TERESA M
300 ST PAUL PL
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER DRIVE
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2012 03/23/2012
2013 04/03/2013
2014 04/16/2014



Document Images

12/31/2014 -- Withdrawal View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/03/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/01/2011 -- ANNUAL REPORT View image in PDF format
04/06/2010 -- ANNUAL REPORT View image in PDF format
04/09/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/18/2007 -- ANNUAL REPORT View image in PDF format
03/23/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
03/07/2005 -- Name Change View image in PDF format
03/15/2004 -- ANNUAL REPORT View image in PDF format
02/17/2003 -- ANNUAL REPORT View image in PDF format
05/13/2002 -- ANNUAL REPORT View image in PDF format
05/10/2001 -- ANNUAL REPORT View image in PDF format
09/27/2000 -- Reg. Agent Change View image in PDF format
05/26/2000 -- ANNUAL REPORT View image in PDF format
05/16/2000 -- Reg. Agent Change View image in PDF format
05/07/1999 -- ANNUAL REPORT View image in PDF format
05/07/1998 -- ANNUAL REPORT View image in PDF format
03/04/1998 -- Reg. Agent Change View image in PDF format
05/12/1997 -- ANNUAL REPORT View image in PDF format
04/30/1997 -- AMENDMENT AND NAME CHANGE View image in PDF format
05/01/1996 -- ANNUAL REPORT View image in PDF format
05/01/1995 -- ANNUAL REPORT View image in PDF format


Previous On List Next On List Return to List

Events Name History


Return to Detail Screen

Events

CITIFINANCIAL AUTO LTD., INC. (MN)

Document Number F93000002339
Date Filed 05/19/1993
Effective Date None
Status Inactive



Event Type

Filed Date

Effective Date

Description

NAME CHANGE AMENDMENT 03/07/2005 OLD NAME WAS : ARCADIA FINANCIAL LTD., INC.
NAME CHANGE AMENDMENT 04/30/1997 OLD NAME WAS : ARCADIA FINANCIAL LTD., INC.


http://search.sunbiz.org/Inquiry/CorporationSearch/NameHistory?aggregateId=forp-f93000002339-acfec370-070d-477d-a4c0-0164bf5e88e0&entityId=F93000002339&CurrentPage=0&SearchTerm=CitiFinancial&InquiryType=EntityName&inquiryDirectionType=CurrentList&SearchNameOrder=CITIFINANCIALAUTO%20F930000023392&ListNameOrder=CITIFINANCIAL%208071891

 


CITI FINANCIAL AUTO CENTER, INC. P10000034713 INACT


Florida Profit Corporation

CITI FINANCIAL AUTO CENTER, INC.


Filing Information

Document Number
P10000034713
FEI/EIN Number
APPLIED FOR
Date Filed
04/21/2010
Effective Date
04/20/2010
State
FL
Status
INACTIVE
Last Event
VOLUNTARY DISSOLUTION
Event Date Filed
12/20/2011
Event Effective Date
NONE


Principal Address

454 E 49 STREET
HIALEAH, FL 33013


Changed: 04/06/2011

Mailing Address

7740 SW 182 TER
MIAMI, FL 33157



Registered Agent Name & Address
REZAIE, MANDANA
7740 SW 182 TER
MIAMI, FL 33157



Officer/Director Detail
Name & Address

Title P

REZAIE, MANDANA
7740 SW 182 TER
MIAMI, FL 33157




Annual Reports

Report Year Filed Date
2011 04/06/2011

Document Images

12/20/2011 -- VOLUNTARY DISSOLUTION View image in PDF format
04/06/2011 -- ANNUAL REPORT View image in PDF format
04/21/2010 -- Domestic Profit View image in PDF format
 

CITIFINANCIAL AUTO CREDIT, INC. P36535 INACT

Previous On List Next On List Return to List

Events Name History





Detail by Entity Name


Foreign Profit Corporation

CITIFINANCIAL AUTO CREDIT, INC.


Filing Information

Document Number
P36535
FEI/EIN Number
75-2252996
Date Filed
11/26/1991
State
TX
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
03/20/2018
Event Effective Date
NONE


Principal Address

6400 LAS COLINAS BLVD.
IRVING, TX 75039


Changed: 04/10/2013

Mailing Address

C/O CFNA RECEIVABLES (TX) LLC
1000 TECHNOLOGY DR
O'FALLON, MO 33638


Changed: 03/20/2018


Registered Agent Name & Address
NONE
Registered Agent Revoked: 03/20/2018

Officer/Director Detail
Name & Address

Title Director, President, CFO, Treasurer

BALLIET, CALVIN
6400 LAS COLINAS BLVD.
IRVING, TX 75039


Title Director

JACQUES, CHARLES
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title ASSISTANT TREASURER

SCHMIDT, JULIE
8800 HIDDEN RIVER PARKWAY
TAMPA, FL 33637


Title VP, Asst. Secretary

SHERRILL, KIMBERLY
3800 CITIGROUP CENTER DR
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2015 04/16/2015
2016 04/15/2016
2017 04/06/2017



Document Images

03/20/2018 -- WITHDRAWAL View image in PDF format
04/06/2017 -- ANNUAL REPORT View image in PDF format
04/15/2016 -- ANNUAL REPORT View image in PDF format
04/16/2015 -- ANNUAL REPORT View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/10/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/09/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/18/2007 -- ANNUAL REPORT View image in PDF format
03/24/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
03/07/2005 -- Name Change View image in PDF format
06/22/2004 -- REINSTATEMENT View image in PDF format
02/13/2002 -- ANNUAL REPORT View image in PDF format
03/01/2001 -- ANNUAL REPORT View image in PDF format
03/13/2000 -- ANNUAL REPORT View image in PDF format
03/17/1999 -- ANNUAL REPORT View image in PDF format
02/04/1998 -- ANNUAL REPORT View image in PDF format
02/13/1997 -- ANNUAL REPORT View image in PDF format
01/30/1996 -- ANNUAL REPORT View image in PDF format
03/10/1995 -- ANNUAL REPORT View image in PDF format





Previous On List Next On List Return to List

Events Name History
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CITIFINANCIALAUTOCREDIT%20P365351&aggregateId=forp-p36535-825eab9a-d86d-412c-8bca-5c6e01a77dcf&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


Return to Detail Screen

Events

CITIFINANCIAL AUTO CREDIT, INC.

Document Number P36535
Date Filed 11/26/1991
Effective Date None
Status Inactive


Event Type       Filed Date     Effective Date       Description

NAME CHANGE AMENDMENT 03/07/2005 OLD NAME WAS : AUTO ONE ACCEPTANCE CORPORATION
http://search.sunbiz.org/Inquiry/CorporationSearch/NameHistory?aggregateId=forp-p36535-825eab9a-d86d-412c-8bca-5c6e01a77dcf&entityId=P36535&CurrentPage=0&SearchTerm=CitiFinancial&InquiryType=EntityName&inquiryDirectionType=CurrentList&SearchNameOrder=CITIFINANCIALAUTOCREDIT%20P365351&ListNameOrder=CITIFINANCIAL%208071891
 


CITIFINANCIAL AUTO LTD., INC. (MN) F93000002339 CROSS RF


Previous On List Next On List Return to List

Events Name History

Detail by Entity Name

Foreign Profit Corporation

CITIFINANCIAL AUTO LTD., INC. (MN)


Cross Reference Name
CITIFINANCIAL AUTO LTD., INC.

Filing Information

Document Number
F93000002339
FEI/EIN Number
41-1664848
Date Filed
05/19/1993
State
MN
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
12/31/2014
Event Effective Date
NONE


Principal Address

6400 LAS COLINAS BLVD
IRVING, TX 75039


Changed: 04/03/2013

Mailing Address

P.O. BOX 30509
TAX & REPORTING
TAMPA, FL 33631


Changed: 04/09/2009


Registered Agent Name & Address
NONE
Registered Agent Revoked: 12/31/2014

Officer/Director Detail
Name & Address

Title P/D

BALLIET, CALVIN
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title SVP

JACQUES, CHARLES
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title T/D

STONE, DONNA
6400 LAS COLINAS BLVD
IRVING, TX 75039


Title S

BAER, TERESA M
300 ST PAUL PL
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER DRIVE
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2012 03/23/2012
2013 04/03/2013
2014 04/16/2014



Document Images

12/31/2014 -- Withdrawal View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/03/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/01/2011 -- ANNUAL REPORT View image in PDF format
04/06/2010 -- ANNUAL REPORT View image in PDF format
04/09/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/18/2007 -- ANNUAL REPORT View image in PDF format
03/23/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
03/07/2005 -- Name Change View image in PDF format
03/15/2004 -- ANNUAL REPORT View image in PDF format
02/17/2003 -- ANNUAL REPORT View image in PDF format
05/13/2002 -- ANNUAL REPORT View image in PDF format
05/10/2001 -- ANNUAL REPORT View image in PDF format
09/27/2000 -- Reg. Agent Change View image in PDF format
05/26/2000 -- ANNUAL REPORT View image in PDF format
05/16/2000 -- Reg. Agent Change View image in PDF format
05/07/1999 -- ANNUAL REPORT View image in PDF format
05/07/1998 -- ANNUAL REPORT View image in PDF format
03/04/1998 -- Reg. Agent Change View image in PDF format
05/12/1997 -- ANNUAL REPORT View image in PDF format
04/30/1997 -- AMENDMENT AND NAME CHANGE View image in PDF format
05/01/1996 -- ANNUAL REPORT View image in PDF format
05/01/1995 -- ANNUAL REPORT View image in PDF format





Previous On List Next On List Return to List

Events Name History

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CITIFINANCIALAUTOMN%20F930000023392&aggregateId=forp-f93000002339-acfec370-070d-477d-a4c0-0164bf5e88e0&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


Return to Detail Screen

Events

CITIFINANCIAL AUTO LTD., INC. (MN)

Document Number F93000002339
Date Filed 05/19/1993
Effective Date None
Status Inactive



Event Type

Filed Date

Effective Date

Description

NAME CHANGE AMENDMENT 03/07/2005 OLD NAME WAS : ARCADIA FINANCIAL LTD., INC.
NAME CHANGE AMENDMENT 04/30/1997 OLD NAME WAS : ARCADIA FINANCIAL LTD., INC.

http://search.sunbiz.org/Inquiry/CorporationSearch/NameHistory?aggregateId=forp-f93000002339-acfec370-070d-477d-a4c0-0164bf5e88e0&entityId=F93000002339&CurrentPage=0&SearchTerm=CitiFinancial&InquiryType=EntityName&inquiryDirectionType=CurrentList&SearchNameOrder=CITIFINANCIALAUTOMN%20F930000023392&ListNameOrder=CITIFINANCIAL%208071891


CITIFINANCIAL CORPORATION (COLORADO) F04000003876 INACT

 




Previous On List Next On List Return to List

Events No Name History





Detail by Entity Name


Foreign Profit Corporation

CITIFINANCIAL CORPORATION (COLORADO)


Cross Reference Name
CITIFINANCIAL CORPORATION

Filing Information

Document Number
F04000003876
FEI/EIN Number
52-0808447
Date Filed
07/08/2004
State
CO
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
11/04/2013
Event Effective Date
NONE


Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202



Mailing Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202



Registered Agent Name & Address
NONE
Registered Agent Revoked: 11/04/2013

Officer/Director Detail
Name & Address

Title P/D

SCHNEIDER, JAMES W
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title VP/S

DAVIS, LINDA S
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title T/D

LECHNER, GREGORY
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

BAER, TERESA M
300 ST. PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2011 04/04/2011
2012 03/23/2012
2013 04/05/2013



Document Images

11/04/2013 -- Withdrawal View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
07/08/2004 -- Foreign Profit View image in PDF format

Events No Name History

CITIFINANCIAL COMPANY (DE) F04000000930 CROSS RF




Previous On List Next On List Return to List

Events No Name History





Detail by Entity Name


Foreign Profit Corporation

CITIFINANCIAL COMPANY (DE)


Cross Reference Name
CITIFINANCIAL COMPANY

Filing Information

Document Number
F04000000930
FEI/EIN Number
52-1008409
Date Filed
02/18/2004
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
10/16/2018
Event Effective Date
NONE


Principal Address

1000 TECHNOLOGY DRIVE
O'FALLON, MO 63368


Changed: 07/31/2015

Mailing Address

1000 TECHNOLOGY DR., MS 140
O'FALLON, MO 63368


Changed: 10/16/2018


Registered Agent Name & Address
NONE
Registered Agent Revoked: 10/16/2018

Officer/Director Detail
Name & Address

Title Director, Treasurer

BURNS, WILLIAM A
1000 TECHNOLOGY DRIVE
O'FALLON, MO 63368


Title Director

MENTZEL, ARYEH
1 COURT SQUARE
LONG ISLAND CITY, NY 11101


Title Assistant Tax Officer

SCHMIDT, JULIE
8800 HIDDEN RIVER PARKWAY
TAMPA, FL 33637




Annual Reports

Report Year Filed Date
2016 04/18/2016
2017 04/06/2017
2018 04/18/2018


Document Images

10/16/2018 -- Withdrawal View image in PDF format
04/18/2018 -- ANNUAL REPORT View image in PDF format
04/06/2017 -- ANNUAL REPORT View image in PDF format
04/18/2016 -- ANNUAL REPORT View image in PDF format
04/16/2015 -- ANNUAL REPORT View image in PDF format
04/16/2014 -- ANNUAL REPORT View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
02/18/2004 -- Foreign Profit View image in PDF format

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CITIFINANCIALDE%20F040000009300&aggregateId=forp-f04000000930-49b47396-640c-4849-9c38-9c8fafc991b7&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


CITIFINANCIAL CORPORATION (DE) F96000002139 INACT


Foreign Profit Corporation

CITIFINANCIAL CORPORATION (DE)


Cross Reference Name
CITIFINANCIAL CORPORATION

Filing Information

Document Number
F96000002139
FEI/EIN Number
51-0372905
Date Filed
04/29/1996
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
03/13/2002
Event Effective Date
NONE

Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202

Mailing Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202

Registered Agent Name & Address
NONE

Officer/Director Detail
Name & Address

Title PD

TARRANT, FRANK
200 CAHABA PARK S., #335
BIRMINGHAM, AL 35242


Title VS

SUJAT, F J
300 ST PAUL PL
BALTIMORE, MD


Title D

JONES, ROBERT C
3675 CRESTWOOD PKWY., #360
DULUTH, GA 30136


Title D

MILLER, WENDELL
3675 CRESTWOOD PKWY., #360
DULUTH, GA 30136


Title AS

LONG, ILENE
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title AS

LONG, ILENE
300 ST PAUL PLACE
BALTIMORE, MD 21202

Annual Reports

Report Year Filed Date
1999 04/16/1999
2000 04/25/2000
2001 04/09/2001

Document Images

03/13/2002 -- Withdrawal View image in PDF format
04/09/2001 -- ANNUAL REPORT View image in PDF format
04/25/2000 -- ANNUAL REPORT View image in PDF format
06/10/1999 -- Name Change View image in PDF format
04/16/1999 -- ANNUAL REPORT View image in PDF format
05/04/1998 -- ANNUAL REPORT View image in PDF format
05/15/1997 -- ANNUAL REPORT View image in PDF format
04/29/1996 -- DOCUMENTS PRIOR TO 1997 View image in PDF format


Previous On List Next On List Return to List

Events Name History

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CITIFINANCIALDE%20F960000021391&aggregateId=forp-f96000002139-a582da65-d689-46fc-8163-fc852f3a3611&searchTerm=CitiFinancial&listNameOrder=CITIFINANCIAL%208071891


Return to Detail Screen

Events

CITIFINANCIAL CORPORATION (DE)

Document Number F96000002139
Date Filed 04/29/1996
Effective Date None
Status Inactive

Event Type  Filed Date     Effective Date    Description

NAME CHANGE AMENDMENT 06/10/1999 OLD NAME WAS : COMMERCIAL CREDIT OF ALABAMA, INC.

http://search.sunbiz.org/Inquiry/CorporationSearch/NameHistory?aggregateId=forp-f96000002139-a582da65-d689-46fc-8163-fc852f3a3611&entityId=F96000002139&CurrentPage=0&SearchTerm=CitiFinancial&InquiryType=EntityName&inquiryDirectionType=CurrentList&SearchNameOrder=CITIFINANCIALDE%20F960000021391&ListNameOrder=CITIFINANCIAL%208071891

CITIFINANCIAL EQUITY SERVICES, INC. P32134 INACT



Florida Division of CorporationsDepartment of State /
Division of Corporations /
Search Records /
Detail By Document Number/





Previous On List Next On List Return to List

Events Name History





Detail by Entity Name


Foreign Profit Corporation

CITIFINANCIAL EQUITY SERVICES, INC.


Cross Reference Name
CITIFINANCIAL SERVICES, INC.

Filing Information

Document Number
P32134
FEI/EIN Number
52-0278534
Date Filed
11/20/1990
State
OK
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
09/27/2013
Event Effective Date
NONE


Principal Address

300 ST. PAUL PLACE
BALTIMORE, MD 21202


Changed: 04/10/2009

Mailing Address

300 ST. PAUL PLACE
17TH FLOOR
BALTIMORE, MD 21202


Changed: 09/27/2013


Registered Agent Name & Address
NONE
Registered Agent Revoked: 09/27/2013

Officer/Director Detail
Name & Address

Title P/D

SCHNEIDER, JAMES W
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title VP/S

DAVIS, LINDA S
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title T/D

LECHNER, GREGORY
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title AS

BAER, TERESA M
300 ST PAUL PLACE
BALTIMORE, MD 21202


Title AS

HOFFMAN, LISA A
3800 CITIGROUP CENTER
TAMPA, FL 33610




Annual Reports

Report Year Filed Date
2011 04/04/2011
2012 03/23/2012
2013 04/05/2013



Document Images

09/27/2013 -- Withdrawal View image in PDF format
04/05/2013 -- ANNUAL REPORT View image in PDF format
03/23/2012 -- ANNUAL REPORT View image in PDF format
04/04/2011 -- ANNUAL REPORT View image in PDF format
04/07/2010 -- ANNUAL REPORT View image in PDF format
04/10/2009 -- ANNUAL REPORT View image in PDF format
04/04/2008 -- ANNUAL REPORT View image in PDF format
04/16/2007 -- ANNUAL REPORT View image in PDF format
03/22/2006 -- ANNUAL REPORT View image in PDF format
03/28/2005 -- ANNUAL REPORT View image in PDF format
03/15/2004 -- ANNUAL REPORT View image in PDF format
03/31/2003 -- ANNUAL REPORT View image in PDF format
05/13/2002 -- ANNUAL REPORT View image in PDF format
04/10/2001 -- ANNUAL REPORT View image in PDF format
04/18/2000 -- ANNUAL REPORT View image in PDF format
06/03/1999 -- Name Change View image in PDF format
04/16/1999 -- ANNUAL REPORT View image in PDF format
04/15/1998 -- ANNUAL REPORT View image in PDF format
05/15/1997 -- ANNUAL REPORT View image in PDF format
04/10/1996 -- ANNUAL REPORT View image in PDF format



Name History




Florida Division of CorporationsDepartment of State /
Division of Corporations /
Search Records /
Return to Detail Screen /



Return to Detail Screen

Events

CITIFINANCIAL EQUITY SERVICES, INC.

Document Number P32134
Date Filed 11/20/1990
Effective Date None
Status Inactive


Event Type     Filed Date   Effective Date      Description

NAME CHANGE AMENDMENT 06/03/1999 OLD NAME WAS : COMMERCIAL CREDIT CONSUMER SERVICES, INC.

 CITI FINANCIAL FOREX, LLC L09000088848 INACT

Florida Division of CorporationsDepartment of State /
Division of Corporations /
Search Records /
Detail By Document Number/

Previous On List Next On List Return to List

Events No Name History

Detail by Entity Name

Florida Limited Liability Company

CITI FINANCIAL FOREX, LLC

Filing Information

Document Number
L09000088848
FEI/EIN Number
NONE
Date Filed
09/14/2009
State
FL
Status
INACTIVE
Last Event
ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed
09/24/2010
Event Effective Date
NONE


Principal Address

6700 N ANDREWS AVE
# 405
FT LAUDERDALE, FL 33309


Mailing Address

6700 N ANDREWS AVE
# 405
FT LAUDERDALE, FL 33309

Registered Agent Name & Address
RISK, DAWN
6700 N ANDREWS AVE
# 405
FT LAUDERDALE, FL 33309



Authorized Person(s) Detail
Name & Address

Title MGR

RISK, DAWN
6700 N ANDREWS AVE - # 405
FT LAUDERDALE, FL 33309

Annual Reports

No Annual Reports Filed

Document Images

09/14/2009 -- Florida Limited Liability View image in PDF format

Events No Name History




CITI FINANCIAL GROUP LLC L01000010252 INACT



Florida Division of CorporationsDepartment of State /
Division of Corporations /
Search Records /
Detail By Document Number/





Previous On List Next On List Return to List

Events No Name History





Detail by Entity Name


Florida Limited Liability Company

CITI FINANCIAL GROUP LLC


Filing Information

Document Number
L01000010252
FEI/EIN Number
NONE
Date Filed
06/25/2001
State
FL
Status
INACTIVE
Last Event
ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed
10/04/2002
Event Effective Date
NONE


Principal Address

1920 CORPORATE PLACE, STE. 700
HALLANDALE, FL 33009



Mailing Address

1920 CORPORATE PLACE, STE. 700
HALLANDALE, FL 33009



Registered Agent Name & Address
GORDON, RANDY M
1920 CORPORATE PLACE, STE. 700
HALLANDALE, FL 33009



Authorized Person(s) Detail
NONE

Annual Reports

No Annual Reports Filed
Document Images

06/25/2001 -- Florida Limited Liabilites View image in PDF format

Events No Name History


CITI FINANCIAL GROUP, LLC L05000013103 INACT

 

 

 

Detail by Entity Name


Florida Limited Liability Company

CITI FINANCIAL GROUP, LLC


Filing Information

Document Number
L05000013103
FEI/EIN Number
NONE
Date Filed
02/08/2005
Effective Date
02/08/2005
State
FL
Status
INACTIVE
Last Event
ADMIN DISSOLUTION FOR ANNUAL REPORT
Event Date Filed
09/15/2006
Event Effective Date
NONE


Principal Address

5621 PARK STREET NORTH
ST. PETERSBURG, FL 33709



Mailing Address

5621 PARK STREET NORTH
ST. PETERSBURG, FL 33709



Registered Agent Name & Address
VALENTE, ANTHONY PJR.
770 SECOND AVENUE SOUTH
ST. PETERSBURG, FL 33701



Authorized Person(s) Detail
Name & Address

Title MGRM

COSTA, J L
5621 PARK STREET NORTH
ST. PETERSBURG, FL 33701


Title MGR

SCIANDRA, CHARLIE
5621 PARK STREET NORTH
ST. PETERSBURG, FL 33701




Annual Reports

No Annual Reports Filed



Document Images

02/08/2005 -- Florida Limited Liability View image in PDF format



 



Corporate Name  Document Number  Status

CITIFINANCIAL GROUP MORTGAGE CORPORATION P04000056687 NAME HS
CITI FINANCIAL HOLDINGS TRUST, INC. P10000016997 Active
CITIFINANCIAL INSURANCE AGENCY OF FLORIDA, INC. P99000105623 INACT/MG
CITIFINANCIAL INVESTMENT CORP. P07000130019 INACT
CITIFINANCIAL I SERVICES, INC P11000061635 INACT
CITI FINANCIAL LENDING, INC. P04000079050 Active
CITIFINANCIAL LENDING FUND II, LLC L08000092513 INACT
CITIFINANCIAL LENDING NEW ERA FUND, LLC L14000067678 INACT
CITIFINANCIAL LENDING REAL ESTATE FUND II, LLC L08000092513 NAME HS
CITIFINANCIAL MORTGAGE COMPANY, INC. 822526 INACT
CITIFINANCIAL MORTGAGE COMPANY F99000003665 NAME HS
CITIFINANCIAL MORTGAGE COMPANY, LLC M01000001555 INACT
CITIFINANCIAL MORTGAGE COMPANY (FL), LLC M02000000073 INACT
CITIFINANCIAL MORTGAGE LOAN CORPORATION L43257 INACT/MG
CITIFINANCIAL, INC. (NY) F04000000934 INACT
CITIFINANCIAL, INC. (OH) F04000000932 INACT
CITIFINANCIAL SERVICES, INC. 852528 CROSS RF
CITIFINANCIAL SERVICES, INC. 853960 CROSS RF
CITIFINANCIAL SERVICES, INC. F04000000973 INACT
CITIFINANCIAL SERVICES, INC. F04000001168 CROSS RF


Entity Name List


Corporate Name     Document Number      Status

CITIFINANCIAL SERVICES, INC. P32134 CROSS RF
CITI FINANCIAL SERVICES, INC. P94000069388 INACT
CITIFINANCIAL SERVICES, INC. P99000021315 INACT
CITIFINANCIAL SERVICES, INC. (DE) 852528 INACT
CITIFINANCIAL SERVICES, INC. (GA) 853960 INACT
CITI FINANCIAL SERVICES INCORPORATED INTERNATIONAL P11000069402 INACT
CITIFINANCIAL SERVICES, INC. (MA) F04000004268 INACT
CITIFINANCIAL SERVICES, INC. (PA) F04000001168 INACT
CITIFINANCIAL SERVICING CORPORATION F12000003422 INACT
CITIFINANCIAL SERVICING LLC M13000000754 Active
CITIFINANCIAL SOLUTIONS INC. P09000040879 INACT
CITI FINANCIAL TRUSTEE, LLC L15000126199 INACT
CITIFINANCIAL, INC. (TX) F04000000933 INACT
CITIFIRST CORP P06000120495 INACT
CITIFIRST CORP. P99000051912 INACT
CITIFIRST CAPITAL MANAGEMENT, LLC L06000009182 INACT
CITIFIRST FINANCIAL LLC L05000093178 INACT
CITIFIRST FINANCIAL INC. P04000137751 INACT
CITIFIRST FINANCIAL GROUP INC. P00000108482 INACT
CITI FIRST LENDING INC P07000076200 INACT

Sunbiz.org Florida's  corporation search site
-----------------------------





FILE NUMBER ENTITY NAME
5163937 CITIFINANCIAL SERVICES, INC.
3392521 CITIFINANCIAL SERVICES, INC. 203, LLC
3392514 CITIFINANCIAL SERVICES, INC. 224, LLC
3392551 CITIFINANCIAL SERVICES, INC. 235, LLC
3392578 CITIFINANCIAL SERVICES, INC. 309, LLC
3392507 CITIFINANCIAL SERVICES, INC. 311, LLC
3392571 CITIFINANCIAL SERVICES, INC. 336, LLC
3392574 CITIFINANCIAL SERVICES, INC. 337, LLC
3392536 CITIFINANCIAL SERVICES, INC. 344, LLC
3392573 CITIFINANCIAL SERVICES, INC. 356, LLC
3392576 CITIFINANCIAL SERVICES, INC. 384, LLC
3392596 CITIFINANCIAL SERVICES, INC. 478, LLC
3768487 CITIFINANCIAL SERVICES OF MISSISSIPPI, LLC


To ensure everyone using the Division of Corporations search tools has the best experience possible, the Division strongly discourages the use of automated tools to search or mine data. We also discourage excessive and repeated searches that may have a negative impact on our systems and customer experience. Failure to use these tools in a responsible manner may result in the suspension of your access to utilize this service.

https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx


 

 

 



THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 5163937 Incorporation Date / Formation Date: 6/4/2012
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES, INC.
Entity Kind: Corporation Entity Type: General
Residency: Foreign State: PENNSYLVANIA

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581
https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx

THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3392521 Incorporation Date / Formation Date: 5/16/2001
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES, INC. 203, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581
https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
Entity Details

THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3392514 Incorporation Date / Formation Date: 5/16/2001
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES, INC. 224, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581

THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3392551 Incorporation Date / Formation Date: 5/16/2001
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES, INC. 235, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581
THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3392578 Incorporation Date / Formation Date: 5/16/2001
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES, INC. 309, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581

THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3392507 Incorporation Date / Formation Date: 5/16/2001
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES, INC. 311, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581

THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3768487 Incorporation Date / Formation Date: 2/24/2004
(mm/dd/yyyy)
Entity Name: CITIFINANCIAL SERVICES OF MISSISSIPPI, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE

REGISTERED AGENT INFORMATION

Name: THE CORPORATION TRUST COMPANY
Address: CORPORATION TRUST CENTER 1209 ORANGE ST
City: WILMINGTON County: New Castle
State: DE Postal Code: 19801
Phone: 302-658-7581

https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
https://corp.delaware.gov/onlinestatus/